Software Agreement
Version of 2026-10-22.2
Draft — legal review pending
This text is a draft. These points in particular still need legal confirmation:
- Company details: the website still carries the company number and address of MOREGATE CONSULTING LIMITED (05000827). They must be those of Moregate Software Ltd.
- Governing law and courts: England and Wales (clause 31). With mostly German customers, German law may be preferred - Accxia's German terms use German law.
- Data loss and backups (clause 21): excluded as far as the law allows. Liability for intent and gross negligence cannot be excluded in standard terms; an exclusion going further would be void as a whole.
- Liability cap (clause 20): the Contract Sum - the fees for the current contract year.
- Automatic renewal, price changes and changes to these terms (clauses 13, 14, 29).
Extract from the Software Agreement, clauses 20 and 21 — word for word. To the full Software Agreement
20. Liability
20.1 Moregate is liable without limitation for damage caused intentionally or by gross negligence by Moregate, its legal representatives or vicarious agents; for injury to life, body or health; for fraud; under an expressly given guarantee; and under mandatory statutory provisions, in particular product liability law.
20.2 In all other cases Moregate is liable only for breach of an essential contractual obligation - an obligation whose fulfilment makes the proper performance of this Agreement possible in the first place and on whose fulfilment the Customer may regularly rely - and only for the typical damage foreseeable when the Agreement was concluded. Any further liability is excluded.
20.3 Moregate's total liability under clause 20.2 for all events in a Contract Year is limited to the Contract Sum.
20.4 Moregate is not liable, save under clause 20.1, for indirect or consequential damage, loss of profit, revenue, business, goodwill or anticipated savings, or business interruption.
20.5 For trial, free and beta versions and helper programs Moregate is liable only under clause 20.1.
20.6 These limitations also apply in favour of Moregate's directors, employees and vicarious agents.
20.7 Claims for damages under clause 20.2 become time-barred twelve months after the Customer became aware of the damage and of Moregate as the party liable.
21. Data loss and backups
21.1 The Customer alone is responsible for securing its Customer Data (clause 15.2). Moregate does not owe the backup or recovery of Customer Data unless expressly agreed in an Order for Hosting Services.
21.2 To the extent permitted by law, Moregate is not liable for the loss, corruption, alteration or unavailability of data - whatever the cause, including errors in the Software, the installation of New Versions, migrations, update problems, configuration changes or the failure of automatic backups (clause 9.4).
21.3 Where liability for loss of data cannot be excluded (clause 20.1), it is limited, to the extent permitted by law, to the effort that would have been required to restore the data from a backup made by the Customer in accordance with clause 15.2.