1. General
1.1 In these Terms of Business "Flare" means Flare Software Ltd. "the Client" means any individual, firm, company or other party with whom Flare contracts. "the Services" means any database development services. "the Contract" means any contract for the provision of the Services and/or the supply of Goods howsoever made between Flare and the Client. "the Goods" means any goods whatsoever including but not limited to printed material, manufactured items, computer based designs, databases and software and goods supplied by Flare to the Client pursuant to a Contract.
2. Formation of Contract
2.1 Any Contract shall incorporate and be subject to these Terms of Business and any further terms specified by Flare to the Client in writing. In the event of the Client seeking to incorporate special terms into the Contract, such special terms shall not apply unless they are expressly accepted and agreed by a director of Flare in writing.
2.2 No Contract shall come into existence until the Client's order has been accepted in writing by Flare.
2.3 Any Estimate given by Flare is an invitation to the Client to appoint, within 28 days of the Estimate date, Flare to provide the Services and/or the Goods in accordance with these Terms of Business and any other special terms referred to in the Estimate or accepted and agreed by Flare in accordance with paragraph 2.1 above. Flare reserves the right to withdraw or amend estimated prices at any time prior to its written acceptance of those prices as part of the Client's order. Unless otherwise expressly agreed or earlier withdrawn, all Estimates expire automatically after 28 days.
2.4 If the Client submits an instruction containing terms inconsistent with or purporting to override these Terms, Flare's acknowledgement or acceptance of such instruction shall constitute a counter-offer on these Terms.
2.5 Any waiver of any breach of these Terms shall not prejudice Flare's rights in respect of any subsequent breach.
2.6 The Client shall be responsible for ensuring the accuracy of the terms of each order.
2.7 The Client may not cancel any order for Goods or Services which has been accepted by Flare except with the written agreement of Flare and on terms that the Client shall indemnify Flare in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Flare as a result of cancellation. This paragraph is subject to the Client's right of termination under paragraph 11.1.
2.8 No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of Flare and the Client. Flare's employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by Flare in writing. In entering into the Contract the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations (including representations in brochures, catalogues, web pages and other marketing materials) which are not so confirmed.
2.9 Flare reserves the right to cancel the Contract without liability to the Client at any time before the Goods are delivered or the Services are performed if Flare becomes aware that the sale of the Goods or the supply of the Services infringes the laws or regulations of any applicable jurisdiction.
2.10 Any typographical, clerical or other error or omission in any sales literature, Estimate, price list, acceptance of offer, invoice or other document or information issued by Flare shall be subject to correction without liability on the part of Flare.
3. Capacity of Company
Flare acts as a principal at law in all contracts entered into by Flare in the usual course of its business.
4. Prices
4.1 Subject to any alternative basis for charging specified by Flare, the Client shall pay Flare for the Services and the Goods such sum as shall be calculated in accordance with Flare's current standard hourly or other rates of remuneration (whichever is applicable) in addition to the costs incurred by Flare in the provision of such Goods and Services.
4.2 The Client shall be deemed to have authorised Flare to purchase all such additional Goods and Services and provide such additional Goods and Services as shall be referred to (directly or indirectly) in any Contact Report issued by Flare, save insofar as the Client shall have notified Flare in writing of its disagreement with any such matter in any Contact Report within two days of its receipt of the relevant Contact Report.
4.3 Flare reserves the right, by giving notice to the Client at any time, to increase the price of the Goods or the Services to reflect any increase in the cost to Flare which is due to any factor beyond the control of Flare.
4.4 Unless otherwise agreed in writing, all costs are quoted in sterling and all invoices are for payment in sterling as set out in paragraph 5 below. Where, because payments have been made by the Client on dates and in amounts different to those agreed at the commencement of Flare's work without Flare's prior consent, Flare has suffered exchange rate losses in excess of 2% of the due amounts, Flare reserves the right to charge additional amounts to make up that shortfall.
5. Payment and Invoicing Procedure
5.1 In respect of Services, Flare will invoice the Client at such times as it shall in its discretion think fit and the Client will, unless otherwise specified by Flare, pay each invoice within thirty days from the date of such invoice, failing which Flare shall be entitled to cease all further work on behalf of the Client without liability in respect of any loss or damage sustained by the Client as a result.
5.2 Unless otherwise agreed in writing by Flare, payment of all invoices will be due and payable (without any deduction or withholding) in cash or cleared funds thirty days from the date of invoice.
5.3 If the Client shall fail to make payment in full in accordance with the provisions of this paragraph 5 then (without prejudice to any other rights of Flare) the Client shall, without any need for Flare to give notice, become liable to pay to Flare interest on the amount for the time being unpaid at the rate of 8 percent per annum above the Bank of England base rate in force from time to time (being the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998), calculated from the date of due payment until the date of actual payment, as well after as before any judgement, and Flare shall be entitled at its option either:
5.3.1 to suspend all or any other supplies or deliveries to be made under that or any other Contract with the Client, PROVIDED ALWAYS THAT in any event the Client shall not in any respect be released from its obligations to Flare under that or any such other Contract; or
5.3.2 to terminate the relevant Contract and/or other contract with the Client and to claim damages from the Client.
5.4 Time for payment is of the essence of the Contract.
6. Costs of Purchases and Client Approval
Subject to paragraph 4.2 above, Flare undertakes not to purchase production materials or to incur costs chargeable to the Client without the Client's prior agreement, PROVIDED ALWAYS THAT the Client's approval of copy, layouts, proofs, scripts, databases, Contact Reports or schedules will constitute the authority to Flare to incur such costs. The Client shall not in any event unreasonably withhold or delay its approval of copy, layouts, proofs, scripts, databases, Contact Reports or schedules, PROVIDED ALWAYS THAT the Client shall be deemed to approve the same if it has not notified Flare of its non-approval within a period following receipt of the same which shall be reasonable having regard to the need for any changes which the Client may require and any requirements for publication, distribution or delivery which may exist.
7. Despatch and Delivery
7.1 Delivery dates are approximate only and the time of delivery shall not be of the essence of the Contract.
8. Alterations of Ancillary Contracts
Subject to paragraph 2.8 above, alterations of contracts can be made only when agreed in writing by Flare and permitted by the terms of the contract entered into by Flare with suppliers of goods or services.
9. Copyright and Title
9.1 Upon payment in full of all sums due under the Contract, the copyright, design right and all other intellectual property rights in the bespoke software, databases, artwork and other deliverables created by Flare specifically for the Client under the Contract shall vest in the Client, and Flare shall promptly execute any documents reasonably required to give effect to such vesting.
9.2 Notwithstanding paragraph 9.1, Flare retains all intellectual property rights in its pre-existing code libraries, frameworks, tools, techniques and know-how, including any of the same incorporated into the deliverables. Flare grants the Client a perpetual, non-exclusive, royalty-free licence to use such incorporated materials as part of the deliverables. Nothing in the Contract prevents Flare from reusing its code libraries, frameworks, tools, techniques and know-how in work for other clients.
9.3 Until Flare has been paid in full for the relevant Goods or deliverables, all intellectual property and other rights in the same shall remain the property of Flare, and the Client shall hold any such material in its possession as bailee for Flare.
10. Limitation of Liability
10.1 Nothing in these Terms shall limit or exclude either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.
10.2 Subject to paragraph 10.1, Flare's total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract shall be limited to the total charges paid by the Client to Flare under the Contract in the twelve months preceding the event giving rise to the claim.
10.3 Subject to paragraph 10.1, Flare shall not be liable to the Client for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss or corruption of data, or any indirect or consequential loss arising under or in connection with the Contract.
10.4 The Client is responsible for maintaining adequate backup copies of its data, except to the extent that Flare has expressly agreed in writing to provide backup services.
11. Termination
11.1 Notwithstanding any other provision of these Terms, the Client may terminate the Contract at any time by giving written notice to Flare, subject to payment for all work completed and costs properly incurred by Flare up to the date of termination.
11.2 Either party may terminate the Contract with immediate effect by written notice if the other party commits a material breach of the Contract which (if remediable) it fails to remedy within 30 days of being notified in writing to do so, or if the other party becomes insolvent, enters administration or liquidation, or makes any arrangement with its creditors.
11.3 Termination of the Contract shall not affect any rights or remedies of either party which have accrued at the date of termination. Paragraphs 9 and 10 shall survive termination.
12. Governing Law and Jurisdiction
12.1 The Contract and these Terms, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the law of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Flare Software Ltd is registered in England and Wales, company number 4502568. Registered office: The Hive, 6 Beaufighter Road, Weston-super-Mare BS24 8EE. Last updated: August 2026.