MATOHA SUBSCRIPTION SCHEME - TERMS AND CONDITIONS
Last updated: 10 November 2025
These Terms and Conditions govern the Matoha Subscription Scheme between Matoha Instrumentation Ltd. ("we", "us", "our") and the Customer ("you", "your"). This Agreement applies only to business customers and not to consumers (as defined in the Consumer Rights Act 2015) – Matoha subscription scheme is not available to consumers.
1. DEFINITIONS
"Device" means the Matoha hardware supplied to you under this Agreement.
"Subscription Plan" means the subscription package you have selected, which consists of a hardware fee (for the Device’s hardware) and a recurring software license fee (for the Device’s software and Cloud)
"Term" means the initial binding period of 2 years from delivery unless otherwise stated in the Quotation.
"Quotation" means our written quotation provided to you.
"Cloud" means the Matoha Cloud platform accessible through your subscription.
2. PRICE AND PAYMENT
2.1 You agree to pay the hardware fee and recurring subscription charges for the Subscription Plan as set out in the Quotation.
2.2 All prices are subject to VAT at the prevailing rate, unless you are a business based outside of the UK and provide us with your VAT number, ifapplicable.
2.3 Unless otherwise agreed in writing, all payments are due in advance. Subscription payments will be taken 3 working days before each renewal date.
2.4 Payment must be made by the method specified in the Quotation, typically by automated bank card payment.
2.5 If any payment fails or is not received when due, we reserve the right to suspend services in accordance with clause 13.
3. SUBSCRIPTION TERM
3.1 The Subscription Plan has a binding Term of 2 years from the date of delivery unless otherwise specified in the Quotation.
3.2 You remain liable for all charges due during the Term, subject to your cancellation and early termination rights set out in clauses 9 and 11.
4. DELIVERY AND RISK
4.1 We will organise the delivery of the Device to the address specified in your order using a reputable courier service.
4.2 The shipment will be Carriage Insurance Paid To (CIP), as defined in Incoterms 2020.
4.3 Risk in the Device passes to you upon delivery.
4.4 Title (ownership) in the Device passes to you once you have paid the hardware fee in full.
4.5 The risk, delivery and title may be different than the ones noted above (4.1 to 4.4), in which case this will noted on your Quotation which will take precedence.
4.6 While we and our courier service partner will endeavour to assist you with customs clearance, it is your responsibility to handle the customs clearance, promptly communicate with the customs in your country and pay any import duties, tariffs, taxes or VAT.
4.7 You must notify us of any reasonably apparent damage from shipping within 1 working day of receiving the delivery, to enable us to file an insurance claim with our insurers. Should you fail to do so, we do not have to compensate you for the damaged delivery.
5. WARRANTY
5.1 We provide continuous warranty coverage for the Device during the Term. Under this warranty, we will repair or replace any Device that fails due to defects in materials or workmanship.
5.2 To claim under the warranty, you must notify us promptly of any defect and return the Device to us if requested.
5.3 The warranty does NOT cover:
a) Devices that have been disassembled, repaired, or modified without our prior written permission; or
b) Accidental damage; or
c) Normal wear and tear; or
d) Damage caused by misuse, neglect, or failure to follow our instructions.
5.4 If the warranty becomes void for any reason set out in clause 5.3, you have no right to a refund or discount from the price paid. However, you may purchase one further Device for the same hardware fee, provided you return the damaged Device.
6. SOFTWARE UPDATES
6.1 We will release software updates developed during the Term to you where such updates are possible and compatible with your Device.
6.2 We are not obliged to develop any specific updates, and updates will be provided at our discretion based on technical feasibility and compatibility.
7. SOFTWARE LICENSE
7.1 Your Subscription Plan grants you a non-exclusive, non-transferable licence to use:
a) The Device's software and material identification algorithms on the Device; and
b) the Matoha Cloud platform; and
c) the Matoha App.
7.2 The specific features available depend on your chosen Subscription Plan.
7.3 This licence is granted for the duration of your active subscription and terminates if you breach these Terms or upon termination of your subscription.
7.4 You may not sublicense, copy, modify, reverse engineer, or create derivative works of any software provided under this Agreement.
8. HARDWARE UPGRADES
8.1 At the end of the Term, we will offer you an upgrade to the latest generation device equivalent in type and function to your original Device.
8.2 The hardware fee for the upgraded device will be discounted by 0-100% depending on your Subscription Plan.
8.3 To receive the hardware upgrade discount, you must return the original Device to us in working order and reasonable condition and sign a new Subscription Agreement.
9. CANCELLATION RIGHTS
9.1 You may cancel this Agreement within 21 calendar days of receiving the Device ("Cancellation Period").
9.2 To cancel, you must notify us in writing within the Cancellation Period and the Device must be in transit back to us within that period.
9.3 Upon receipt of the returned Device, we will refund the hardware fee and any subscription charges you have paid, less any deductions for damage to or excessive wear of the Device beyond what would be expected from normal inspection and testing, and less any shipping costs.
9.4 You are responsible for the cost and risk of returning the Device to us.
10. SERVICE LEVELS
10.1 We guarantee 99% uptime for the Cloud services each calendar month ("Service Level”).
10.2 Uptime is calculated as the percentage of time during each calendar month that the Cloud services are available and accessible.
10.3 Planned maintenance windows (notified to you at least 48 hours in advance) and downtime caused by factors outside our reasonable control are excluded from the uptime calculation.
10.4 If we fail to meet the Service Level in any calendar month, you may request a service credit equivalent to 2% of that month's subscription fee for each 1% below the Service Level, up to a maximum of 100% of that month's fee.
11. TECHNICAL SUPPORT AND MAINTENANCE
11.1 We will provide technical support and maintenance services for the Device and software during your subscription.
11.2 Support response times are as set out in the Quotation or our current price list.
11.3 Support is provided during normal business hours (9am-5pm UK time, Monday to Friday, excluding bank holidays) unless otherwise agreed.
12. EARLY TERMINATION BY CUSTOMER
12.1 After the Cancellation Period has expired, you may terminate this Agreement before the end of the Term by giving us at least 30 days' written notice.
12.2 If you terminate under clause 12.1, you must pay an early termination charge equal to the lower of:
a) One year's subscription fees; or
b) All subscription fees due from the date of termination until the end of the Term.
12.3 The early termination charge becomes due immediately upon termination.
12.4 Upon payment of the early termination charge and any other outstanding amounts, you retain ownership of the Device (provided you have paid the hardware fee) but the software licence terminates. The device won’t be functional without a software subscription.
13. SUSPENSION OF SERVICES
13.1 If you fail to make any payment when due, we may suspend access to the Device functionality and Cloud services without liability to you.
13.2 We will give you at least 7 days' written notice before suspending services, during which time you may remedy the payment default.
13.3 Services will be restored within 1 working day (UK time) of receiving cleared payment of all outstanding amounts.
14. TERMINATION BY MATOHA
14.1 We may terminate this Agreement immediately by written notice if:
a) You fail to pay any amount due within 14 days of receiving a payment reminder from us; or
b) You breach any material term of this Agreement and fail to remedy the breach within 14 days of receiving written notice; or
c) You become insolvent, enter into administration or liquidation, or make any arrangement with creditors
14.2 Upon termination under clause 14.1, all outstanding charges become immediately due and payable.
14.3 You must return the Device to us within 7 days of termination if you have not paid the hardware fee in full or owe us subscription fees. If you fail to return the Device, we may invoice you for its full replacement cost, which shall become immediately payable.
15. END OF TERM OPTIONS
15.1 At least 30 days before the end of the Term, we will contact you to discuss your options.
15.2 At the end of the Term, you may choose to:
a) enter into a new Subscription Agreement for a further fixed term with an upgraded Device (subject to clause 8); or
b) continue on a rolling monthly subscription at the same subscription rate, with the warranty, software access, software updates, and hardware update rights continuing. You may terminate the rolling subscription by giving 30 days' written notice; or
c) cease subscription payments, in which case the software licence will terminate, the Device software will stop functioning, and Cloud access will be discontinued. You retain ownership of the Device hardware (if you have paid the hardware fee).
15.3 If you do not respond to our communications under clause 15.1, your subscription will automatically continue on a rolling monthly basis under option (b) above.
16. INTELLECTUAL PROPERTY
16.1 All intellectual property rights in the Device, software, algorithms, Cloud platform, and any other materials provided by us remain our exclusive property.
16.2 Data generated by the Device through your use ("Device Data") is owned by you.
16.3 You grant us a non-exclusive, royalty-free licence to use Device Data for our internal research and development and to improve our technology and products, provided that any such data shall be anonymised or aggregated so that it cannot reasonably identify you or your end users.
16.4 We will not share Customer Data with any third party without your explicit prior written consent, except:
a) Where required by law or court order, or
b) To our subcontractors solely for the purpose of providing services to you (for instance, but not limited to, cloud providers), under obligations of confidentiality
c) In anonymised and aggregated form where individual customers cannot be identified
17. YOUR OBLIGATIONS
17.1 You must not disassemble, modify, reverse engineer, or tamper with the Device without our prior written consent.
17.2 You must use the Device in accordance with any instructions or documentation we provide.
17.3 You must keep the Device secure and take reasonable care to prevent damage, loss, or theft.
17.4 You must maintain appropriate security measures for accessing the Cloud and your account credentials.
18. LIABILITY
18.1 Nothing in these Terms excludes or limits our liability for:
a) Death or personal injury caused by our negligence
b) Fraud or fraudulent misrepresentation
c) Any other liability that cannot be excluded or limited by law
18.2 Subject to clause 18.1, our total liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you in the 12 months preceding the claim.
18.3 Subject to clause 18.1, we shall not be liable for any indirect, consequential, or special losses including loss of profits, loss of business, loss of contracts, loss of anticipated savings, loss of or corruption to data, or loss of goodwill.
18.4 You are responsible for ensuring that the Device and services are suitable for your intended purposes.
19. FORCE MAJEURE
19.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control ("Force Majeure Event").
19.2 Force Majeure Events include, but are not limited to: acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes or industrial disputes, failure of public or private telecommunications networks, failure of utility services, acts or omissions of government or regulatory bodies, or pandemic or epidemic.
19.3 If a Force Majeure Event continues for more than 60 days, either party may terminate this Agreement by giving written notice to the other party.
20. DATA PROTECTION
20.1 We will process your personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK GDPR and Data Protection Act 2018.
20.2 Both parties agree to comply with their respective obligations under data protection legislation in relation to personal data processed under this Agreement.
20.3 Details of how we process personal data are set out in our Privacy Policy, available on our website.
21. GENERAL
21.1 Entire Agreement: These Terms, together with the Quotation, constitute the entire agreement between us and supersede any previous agreements, representations, or understandings.
21.2 Variations: These Terms may only be varied by written agreement signed by both parties.
21.3 Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
21.4 Assignment: You may not assign, transfer, or subcontract your rights or obligations under this Agreement without our prior written consent. We may assign or transfer our rights and obligations to any member of our group of companies or to a purchaser of our business.
21.5 Waiver: No failure or delay by either party in exercising any right or remedy shall operate as a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise of it.
21.6 Third Party Rights: No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
21.7 Notices: Any notice required under this Agreement must be in writing and delivered by email or post to the address set out in the Quotation or as otherwise notified. Notices sent by email are deemed received when sent (if sent during business hours) or at 9am on the next business day (if sent outside business hours). Notices sent by post are deemed received 2 business days after posting.
22. GOVERNING LAW AND JURISDICTION
21.8 These Terms are governed by the laws of England and Wales.
21.9 Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
If you have any questions about these Terms, please contact us before entering into this Agreement.
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