Software Agreement

This Software Agreement is made between Moregate Software Ltd (29 Richmond Road, London, England, EN5 1SA, company number 05000827) ("Moregate") and the business that orders, downloads, installs or uses Moregate software (the "Customer"). By accepting it - in an order, on the website, in the installer or by using the software - the person acting confirms that they are authorised to bind the Customer.

1. Scope and order of precedence

1.1 This Agreement governs all software, licences, subscriptions, updates, support, hosting and related services that Moregate provides to the Customer, currently for MGProject, MGService, MGWiki and the helper programs such as MGInstall.

1.2 Moregate contracts exclusively with businesses, public bodies and self-employed persons acting in the course of their trade or profession. It does not contract with consumers.

1.3 The Customer's own terms and conditions do not apply, even where Moregate does not object to them or performs without reservation.

1.4 In case of conflict the following order applies: (a) an individual written agreement or order confirmation signed by Moregate, (b) the Order, (c) a Data Processing Agreement for hosted services, (d) this Agreement, (e) the Documentation.

2. Definitions

2.1 "Software": the Moregate products in object code, including their licence check, updates, upgrades and helper programs, as made available by Moregate.

2.2 "Documentation": the handbooks and other documents Moregate publishes for the Software, in their current version.

2.3 "Order": the Customer's order on the website, in the customer account, by quotation or by purchase order, accepted by Moregate, stating product, number of Users, Subscription Term and fees.

2.4 "Licence Key": the signed key that states product, Customer, number of Users and end of term, and that unlocks the Software for that scope.

2.5 "User": an active user account in an installation of the Software, regardless of how it signs in. Customers of the Customer in the MGService portal are not Users.

2.6 "Subscription Term": the period for which fees are paid (monthly or annually) as stated in the Order, including each renewal.

2.7 "Contract Year": each period of twelve months from the start of the first Subscription Term; for monthly terms, the twelve months preceding the event in question.

2.8 "Contract Sum": the net fees paid or payable by the Customer under this Agreement for the Contract Year in which the event giving rise to liability occurs.

2.9 "Customer Data": all data the Customer or its users enter into, store in or process with the Software.

2.10 "Update": a version with corrections and minor improvements; "Upgrade": a version with new major functionality. Both are "New Versions".

2.11 "Trial", "Free" and "Beta" versions: versions provided without charge, for a limited time or for testing, as stated on the website or in the Licence Key.

2.12 "Hosting Services": the operation of the Software by Moregate or its subcontractors for the Customer, where ordered.

2.13 "Business Day": Monday to Friday, excluding public holidays in England.

3. Conclusion of the contract

3.1 Information on the website is not a binding offer. The contract is concluded when Moregate accepts an Order, confirms it, issues a Licence Key or provides the Software for download - whichever happens first.

3.2 Trial licences are concluded when the Customer creates them in the customer account. Downloading a package requires the Customer to accept this Agreement in its current version; Moregate records the acceptance with e-mail address, version, time and source.

4. Grant of licence

4.1 Subject to payment of the fees, Moregate grants the Customer for the Subscription Term a non-exclusive, non-transferable, non-sublicensable right to install the Software on servers under the Customer's control and to use it for the Customer's internal business purposes, for the number of Users stated in the Licence Key.

4.2 The Customer may operate one production installation per Licence Key and, for the same number of Users, test and staging installations that are not used productively.

4.3 The Customer may make the copies necessary for operation and backup. Copyright notices and licence information must not be removed.

4.4 Use by affiliated companies or third parties, renting, lending and operating the Software as a service for third parties require a separate written agreement.

4.5 All rights not expressly granted remain with Moregate.

5. Trial, free and beta versions

5.1 Trial versions serve evaluation only, are limited in time and end on the date in the Licence Key without notice.

5.2 Beta versions are provided for testing and are not intended for productive use. Errors, data loss and changes to database schema and interfaces are possible; an upgrade path to a final version is intended but not guaranteed. There is no committed support and no response time.

5.3 Trial, free and beta versions as well as helper programs are provided free of charge and "as is". Clauses 18 and 20 apply to them only as stated there.

6. Restrictions

6.1 The Customer shall not reverse engineer, decompile, disassemble or decrypt the Software or attempt to derive its source code or licence check, except where and to the extent that mandatory law permits this - in particular to achieve interoperability under section 50B of the Copyright, Designs and Patents Act 1988 or section 69e of the German Copyright Act - and Moregate has not provided the necessary information on request within a reasonable time.

6.2 The Customer shall not modify, translate or create derivative works of the Software, nor pass it on to third parties in modified or unmodified form, for payment or free of charge.

6.3 The Customer shall not circumvent, disable or tamper with the licence check or other technical protection measures, nor use the Software for more Users than licensed beyond the grace that the Software itself grants.

6.4 The Customer shall not use the Software in breach of applicable law, in particular of export control, sanctions or data protection law.

7. Licence keys and protection

7.1 The Software checks the Licence Key locally. It does not report usage, Users or Customer Data to Moregate.

7.2 The Software allows two Users above the licensed number as grace. Beyond that, and without a valid Licence Key, the Software can still be read but no longer changed. Customer Data remains in the Customer's database.

7.3 The Customer shall keep Licence Keys confidential and inform Moregate without delay if a key has become known to unauthorised persons.

8. Delivery, installation and system environment

8.1 The Software is delivered by download. Delivery is complete when the package can be downloaded.

8.2 The Customer is responsible for providing and operating the system environment named in the Documentation - in particular the operating system, PostgreSQL, the reverse proxy, network, certificates, mail services and their security - and for installing the Software.

8.3 Installation, migration, data import and configuration services by Moregate are owed only if agreed in the Order and are then remunerated separately.

9. Updates and upgrades

9.1 During the Subscription Term the Customer is entitled to the New Versions Moregate makes generally available for the licensed product. An expired licence still installs the New Versions released during its term.

9.2 Moregate decides on the content, scope and timing of New Versions. There is no claim to particular functionality. Moregate may change or remove functionality if the contractual use remains essentially unaffected.

9.3 The Customer decides when to install a New Version. Before every installation of a New Version, migration or configuration change, the Customer shall create a complete, tested backup of the database and the data directory and should first test the New Version in a non-productive environment (clause 21).

9.4 Backups that the Software or its installer create automatically before an update are a convenience. They do not replace the Customer's own backups and are not a service owed by Moregate.

9.5 Moregate supports the current version of each product. Errors in older versions are corrected by a New Version.

10. Support

10.1 During a paid Subscription Term Moregate provides support by e-mail on Business Days for questions on the installation and use of the Software and for the analysis of reported errors.

10.2 Response and resolution times apply only if agreed in the Order. Otherwise Moregate responds within a reasonable time.

10.3 Support does not cover: errors caused by the system environment, by third-party software, by modifications or improper use by the Customer, by failure to install New Versions, or by failure to follow the Documentation; the recovery of Customer Data; on-site services. Such services may be agreed and charged separately.

10.4 Where the Customer grants Moregate access to its systems for support, the Customer decides on scope and duration. Clause 16 applies.

11. Hosting services

11.1 Hosting Services are owed only if ordered. Scope, location, availability and any backups by Moregate result exclusively from the Order and its service description.

11.2 Unless the Order expressly includes backups by Moregate with a stated scope and retention, the Customer remains responsible for backing up its Customer Data, for which the Software provides export functions.

11.3 For Hosting Services the parties conclude a Data Processing Agreement under Article 28 GDPR.

12. Custom development

12.1 The Customer may request new functions. Moregate decides whether to develop them. Schedule and fee are agreed separately in writing.

12.2 All rights in such developments remain with Moregate. Moregate may include them in the general product; they are then licensed to the Customer under this Agreement.

13. Fees and payment

13.1 Fees result from the Order or, failing that, from the price list on the website at the time of the Order. All prices are net plus statutory VAT; for customers in the EU the reverse-charge procedure applies where the conditions are met.

13.2 Subscription fees are payable in advance for each Subscription Term. Payment is made by the payment method selected in the Order (in particular card or SEPA via the payment provider) or by bank transfer within 14 days of invoice.

13.3 In case of late payment Moregate may charge statutory interest and, after a reminder with a deadline of at least 14 days, withhold New Versions, support and Hosting Services until payment.

13.4 Moregate may adjust fees for a renewal with at least 60 days' notice before the end of the current Subscription Term. The Customer may then cancel with effect from the end of the current term.

13.5 The Customer may only set off claims that are undisputed or finally established, and may only exercise a right of retention for claims from the same contractual relationship.

13.6 Fees paid are not refunded, except as expressly provided in clause 18.4.

14. Term and termination

14.1 The Agreement begins with its conclusion. Each Subscription Term renews automatically for the same period unless cancelled before its end - in the customer account or in text form.

14.2 Trial and free versions end without notice at the end of their stated term.

14.3 Either party may terminate for good cause. Good cause for Moregate includes in particular a breach of clause 6, payment arrears of more than 30 days despite a reminder, and insolvency proceedings concerning the Customer's assets.

14.4 When a licence ends, the Software reverts to read-only use (clause 7.2). The Customer may continue to read and export its Customer Data; any other use ends. Hosted Customer Data is made available for export for 30 days and deleted thereafter unless the Order provides otherwise.

14.5 Clauses 6, 15, 17, 19 to 23, 30 and 31 survive the end of the Agreement.

15. Obligations of the Customer

15.1 The Customer shall operate the Software in accordance with the Documentation and keep the system environment, its security updates and access credentials secure.

15.2 The Customer is solely responsible for the regular, complete and tested backup of all Customer Data, the database and the data directory, appropriate to their value and at least daily, and for keeping at least one backup separate from the production system. This applies in particular before every installation of a New Version, migration or configuration change.

15.3 The Customer shall report errors in text form with a description that allows them to be reproduced, and support Moregate in their analysis to a reasonable extent.

15.4 The Customer is responsible for the content of Customer Data and for its lawful processing, including data protection obligations towards its users and customers.

16. Data protection

16.1 When the Software runs on the Customer's servers, Moregate does not process Customer Data. The Customer is controller within the meaning of the GDPR.

16.2 Where Moregate gains access to personal data in the course of support or Hosting Services, it processes such data only on the Customer's instructions; a Data Processing Agreement is concluded for this purpose.

16.3 Moregate processes the data of the Customer's contact persons, orders and acceptances recorded on the website in accordance with its privacy notice.

17. Intellectual property

17.1 The Software, the Documentation and all rights in them, including all New Versions and custom developments, belong to Moregate and its licensors.

17.2 If a third party asserts that the contractual use of the Software infringes its rights, the Customer shall inform Moregate without delay and leave the defence to Moregate. Moregate may, at its choice and expense, obtain the necessary rights or modify the Software so that it no longer infringes, provided its functionality is essentially preserved. If neither is possible on reasonable terms, either party may terminate the affected licence; clause 18.4 applies accordingly.

18. Warranty

18.1 For paid licences Moregate warrants that the Software essentially corresponds to the Documentation. An insignificant deviation is not a defect.

18.2 Moregate remedies defects at its choice by correction, by a workaround that allows the Software to be used despite the defect, or by providing a New Version. The Customer shall install New Versions that remedy a defect.

18.3 There is no warranty for defects caused by the system environment, third-party software, modifications or improper use by the Customer, failure to follow the Documentation or failure to install New Versions.

18.4 If the remedy fails after at least two attempts within a reasonable time, the Customer may terminate the affected licence and receive a pro-rata refund of the fees paid for the remaining Subscription Term. Further claims are excluded save as provided in clause 20.

18.5 Warranty claims become time-barred twelve months after delivery of the version concerned, except in the cases of clause 20.1.

18.6 Trial, free and beta versions and helper programs are provided without warranty, to the extent permitted by law.

19. Third-party components

19.1 The Software contains open-source components. They are listed with their version, checksum and licence in the software bill of materials (SBOM) supplied with each package. Their own licence terms apply to these components and take precedence over this Agreement as far as they grant the Customer further rights.

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.

22. Confidentiality

22.1 Each party shall keep confidential all non-public information of the other party that it receives in connection with this Agreement and that is marked as confidential or is obviously confidential, use it only for the purposes of this Agreement and protect it with at least the care it applies to its own confidential information.

22.2 This does not apply to information that was already known to the receiving party, is or becomes public without its fault, was developed independently, or must be disclosed by law or court order.

22.3 The obligation continues for five years after the end of the Agreement.

23. Licence compliance

23.1 On request, but no more than once a year, the Customer shall confirm in text form within 14 days the number of installations and Users of the Software.

23.2 If there are reasonable indications of use beyond the licence, Moregate may verify the use after giving 14 days' notice, during business hours and without unreasonably disturbing operations, or have it verified by an expert bound to confidentiality.

23.3 If the verification shows use beyond the licence, the Customer shall pay the fees for the additional use from its beginning and, if the excess is more than 5%, the reasonable costs of the verification.

24. Export control

24.1 The Customer shall comply with the export control and sanctions law applicable to it and shall not make the Software available to persons or countries subject to sanctions.

25. Force majeure

25.1 Neither party is liable for failure to perform caused by events beyond its reasonable control, such as natural disasters, war, terrorism, pandemics, official measures, strikes, failures of public networks or of third-party hosting providers. Obligations are suspended for the duration of the event; if it lasts more than 60 days, either party may terminate the affected services.

26. References

26.1 Moregate may name the Customer as a reference customer, including its company name and logo. The Customer may object at any time in text form.

27. Assignment and subcontractors

27.1 The Customer may assign rights and obligations under this Agreement only with Moregate's prior consent in text form, which shall not be unreasonably withheld.

27.2 Moregate may use subcontractors and may transfer this Agreement to an affiliated company or to an acquirer of the business concerned.

28. Notices

28.1 Notices under this Agreement require text form; e-mail is sufficient. Notices to Moregate are sent to info@moregate-software.com; notices to the Customer to the address given in the Order or customer account.

29. Changes to this Agreement

29.1 Moregate may change this Agreement with effect for future Subscription Terms and downloads. Moregate notifies the Customer of changes at least six weeks before they take effect. If the Customer does not object in text form before that date, the change is deemed accepted; Moregate points this out in the notification. If the Customer objects, either party may terminate with effect from the date of the change.

29.2 Each version of this Agreement carries a date. A new version is also accepted when the next package is downloaded; the installer asks for consent again.

30. General provisions

30.1 This Agreement and the Order constitute the entire agreement between the parties on their subject matter. Each party confirms that it has not relied on any statement not contained in them; liability for fraudulent misrepresentation remains unaffected.

30.2 Amendments and side agreements require text form, including any waiver of this requirement.

30.3 A failure or delay in exercising a right does not waive it.

30.4 Should a provision be or become invalid, the remaining provisions remain in force. The parties shall replace the invalid provision by a valid one that comes closest to its economic purpose.

30.5 No person other than the parties has rights under this Agreement; the Contracts (Rights of Third Parties) Act 1999 does not apply.

31. Governing law, jurisdiction and language

31.1 This Agreement and all disputes arising from or in connection with it, including non-contractual ones, are governed by the laws of England and Wales. The UN Convention on Contracts for the International Sale of Goods does not apply.

31.2 The courts of England and Wales have exclusive jurisdiction. Moregate may also bring proceedings at the Customer's registered seat.

31.3 Mandatory provisions of the law at the Customer's seat remain unaffected.

31.4 This Agreement is provided in English and German. In case of doubt the English version prevails.

How your undertaking is recorded

With every download we record your e-mail address, the package, version 2026-10-22.2 of these terms, the time and where it came from — this site or the installer. When the terms change, your consent is asked for again.