Terms And Conditions For Services

Background

The Customer wishes to obtain and the Supplier wishes to provide the Services on the Terms and the terms set out in each SoW.

Agreed Terms

Interpretation

1.1 The following definitions and rules of interpretation apply in the Terms:

 

Acceptance Tests: The tests to confirm a Deliverable operates substantially in accordance with its Specification

 

Advance Payment: Any sum payable by the Customer as a first instalment of the Charges as set out in an SoW.

 

Applicable Laws:  All laws, statutes, regulation and codes from time to time in force applicable to the party in question.

 

Business Day: A day, other than a Saturday, Sunday or public holiday in England, when banks in England are open for business.

 

Business Hours: The period from 9.00 am to 5.30 pm on any Business Day.

 

Charges: The sums payable by the Customer for the Services as set out in or calculated in accordance with each SoW.

 

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: As defined in the Data Protection Legislation.

 

Customer: The entity identified as such in the SoW.

 

Customer Delay: A delay in the provision of the Services caused by any delay, act or omission of the Customer, its personnel, suppliers or subcontractors or by Customer Equipment or Customer Materials.

 

Customer’s Equipment: Any equipment, including computer equipment, systems, Salesforce and other third party applications, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used or accessed directly or indirectly in the supply of the Services including any such items specified in an SoW.

 

Customer Materials: All documents, information, data, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services.

 

Data Protection Legislation: All applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any other similar national privacy law in force from time to time to the extent applicable to a party, along with any codes of practice or guidance issued by the applicable data protection regulators from time to time.

 

Defect: An error in a Deliverable that causes it to not operate substantially in accordance with its Specification and agreed acceptance criteria. 

 

Deliverables: Any specific output of the Services to be provided by the Supplier to the Customer as specified in an SoW (excluding the Supplier’s Equipment and Supplier Materials).

 

DPA: The Supplier’s Data Processing Agreement found at https://pracedo.com/en-gb/data-processing-agreement/

 

Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

Milestone: An agreed date by which a part or all the Services is to be completed, as set out in an SoW.

 

Services: the services to be provided by the Supplier as set out in an SoW.

 

Specification: The functional requirements for a Deliverable as set out in an SoW or as separately agreed and recorded in the Supplier’s project management tool or agreed via email between the parties authorised project leads for the relevant SoW.

 

Standard Rates: Supplier’s standard time and materials charge rates from time to time details of which can be supplied to the Customer on request.

 

Statement of Work/SoW: A detailed plan in the Supplier’s standard form describing the services to be provided by the Supplier, the Charges and the related matters as agreed between the Supplier and the Customer.

 

Supplier: The Pracedo group entity identified as the Supplier in the SoW. 

 

Supplier’s Equipment: Any equipment, including tools, computer systems, software applications, cabling or facilities, provided by the Supplier to the Customer and used directly or indirectly in the supply of the Services, including any such items specified in a SoW.

 

Supplier’s Materials: All documents, information, data, items and materials in any form, whether owned by Supplier or a third party, which are provided by the Supplier to the Customer with the Services.

Terms: These Terms & Conditions

VAT: Value Added Tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of the Terms. 

 

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

1.4 Any reference to the Terms includes the Schedules.

 

1.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to other genders.

 

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

 

1.7 A reference to writing or written includes email. 

 

1.8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of the Terms. 

 

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

1.4 Any reference to the Terms includes the Schedules.

 

1.5 Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to other genders.

 

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

 

1.7 A reference to writing or written includes email. 

 

1.8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Statements of Work

2.1 The Customer may procure Services by agreeing an SoW with the Supplier. The Supplier shall provide the Services from the date specified in and on the terms set in the relevant SoW. 

 

2.2 Each SoW shall constitute a separate agreement between the Customer and the Supplier governed by the Terms and the terms of the SoW.

 

2.3 In the event of any conflict between the Terms and the terms of an SoW, the SoW shall prevail if it refers to a specific provision of the Terms and the parties’ intention to vary it.  Otherwise the Terms will prevail

3. Supplier's Obligations

3.1 The Supplier shall use reasonable endeavours to provide the Services, and deliver the Deliverables to the Customer, in accordance with the agreement and the applicable SoW in all material respects.  The Supplier will provide the Services in a professional manner using reasonable skill and care and in compliance will Applicable Laws binding on Supplier.

 

 

3.2 The Supplier shall appoint a project lead in respect of the Services to be performed under each SoW, such person will be identified after the Customer has signed the respective SoW. That person shall have authority to contractually bind the Supplier on all matters relating to the relevant Services. The Supplier shall use all reasonable endeavours to ensure that the same person acts as the Supplier’s project lead throughout the term of the relevant SoW.

 

 

3.3 The Supplier shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Customer’s premises and Customer Equipment and that have been communicated to it under clause 4, provided that Supplier shall not be liable if, as a result of such observation, Supplier breaches any of its obligations under the Terms or an SoW.

 

 

3.4 Supplier will use its own project management tool to manage the Services.  If the Customer requires any additional time spent by the Supplier in using the Customer’s project management tool, this will be charged at Standard Rates.

 

 

3.5 The Customer must notify any Defect within ninety (90) days of the Customer confirming that the services set out in an SoW are complete such  notification to include a detailed description of how the Deliverable fails to operate substantially in accordance with its Specification.

 

3.6 The Customer shall be deemed to have confirmed that the services set out in an SoW are complete, if Customer has failed to notify Supplier to the contrary within 5 days of receipt of a request form the Supplier for such confirmation.

 

3.7 Customer’s sole remedy for any Defect shall be correction of that Defect by the Supplier within a reasonable time from notification by the Customer.

 

3.8 Supplier shall not be responsible for any failure of a Deliverable to operate substantially in accordance with its Specification caused by any of the matters referred to in clause 12.5 and Suppler may charge Customer for any time spent investigating or correcting such a failure at Standard Rates.

 

4. Customer's Obligations

4.1 The Customer shall:

 

(a) Cooperate with the Supplier in all matters relating to the Services;

 

(b) Appoint a project lead in respect of the Services to be performed under each SoW as identified in the SoW. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing change control orders under clause 5). The Customer shall use all reasonable endeavours to ensure that the same person acts as the Customer’s project lead throughout the term of the relevant SoW

 

(c) Provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely and prompt manner and at no charge, access to the Customer’s information, premises, personnel, systems, data and other facilities as reasonably required by the Supplier including any such access as is specified in a SoW;  

 

(d) Inform the Supplier of all health and safety and security requirements that apply at the Customer’s premises or in relation to Customer Equipment. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 5;

 

(e) Ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used for the Services and conforms to all Applicable Laws;

 

(f) obtain and maintain all necessary licences and consents and comply with all Applicable Law as required to enable the Supplier to provide the Services, including in relation to the installation of the Supplier’s Equipment, the use of all Customer Materials and the use of the Customer’s Equipment, in all cases before the date on which the Services are to start;

 

(g) Comply with any additional responsibilities of the Customer as set out in the relevant SoW.

 

4.2 The Customer acknowledges and agrees that its cooperation is essential to the successful provision of Services.  The Customer agrees to collaborate with the Supplier including by giving the approvals that Supplier needs in reasonable time, reviewing reports and providing the necessary support to facilitate the provision of the Services.

 

4.3 If Supplier is required to spend time providing the Services beyond the time contemplated by an SoW due to difficulties encountered with Customer Equipment or Customer Materials,  Supplier will be entitled to  charge for the additional time spent at Standard Rates. 

 

4.4 If there is a Customer Delay, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the period of the delay.  

5. Change Control

5.1 If either party wishes to change the scope or method of execution of the Services, it shall submit details of the requested change to the other in writing.

 

5.2 If either party requests a change to the scope or method of execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:

 

(a) The likely time required to implement the change;

 

(b) Any necessary variations to the Charges arising from the change and such revised charges will be based on Standard Rates; and

 

(c) Any other impact of the change on the Terms and on the SoW.

 

5.3 Neither party shall have any obligation to proceed with a change unless and until the parties have signed a change control order in Supplier’s standard form setting out the necessary variations to:

 

(a) The Charges;

 

(b) The Services and Deliverable; and

 

(c) Any other relevant terms of the agreement or SoW to take account of the change.

 

5.4 The Charges in the original SoW will not be reduced if any Services are descoped as a result of a change. The Customer may use the amount of any Charges attributable to Services that will not be performed as a credit against other Services within 6 months of the change being agreed. 

 

5.5 The Supplier shall charge the Customer for the work undertaken under clause 5.2 and preparation of the change control order  at the Supplier’s Standard Rates.

 

5.6 The Supplier may, from time to time and without notice to the Customer, change the Services and/or Deliverables in order to comply with Applicable Law provided that such changes do not materially affect the Charges,  the Services and/or the Deliverables.

 

5.7 A request for a change in the scope or method of execution of the Services shall not relieve the Customer of its obligation to pay Supplier invoices properly rendered in accordance with an SoW.

6. Non-Solicitation And Employment

6.1 The Customer shall not, without the prior written consent of the Supplier, at any time from the date on which any Services commence to the expiry of 9 months after the completion of such Services, solicit or entice away from the Supplier or employ or engage  or attempt to employ or engage any person who is, or has been, employed or engaged as an employee, consultant or subcontractor of the Supplier in the provision of such Services.

 

6.2 If the Customer employs or engages any such person referred to in clause 6.1, the Customer shall pay the Supplier a sum equivalent to 20% of the annual remuneration planned to be paid by the Customer to that employee, consultant or subcontractor during the first 12 months of employment or engagement.

7. Acceptance

7.1 Upon completion of each Deliverable, the Supplier will provide a complete copy thereof to Customer and, upon request, demonstrate that such Deliverable operates substantially in accordance with its Specification. The Customer is responsible for conducting any additional Acceptance Tests of such Deliverable pursuant to any acceptance criteria or test suites agreed upon by the parties for such Deliverable within five (5) days of submission of the Deliverables by the Supplier or such shorter period as may be specified by the Supplier’s project lead (“Testing Period”).


7.2 A Deliverable will pass its Acceptance Tests and be accepted by the Customer unless the Customer can demonstrate acting reasonably and in good faith that the Deliverable has any Defect, If the Deliverable passes its Acceptance Tests, the Customer will promptly give the Supplier notice to that effect such notice not to be unreasonably withheld or delayed (“Acceptance Certificate”).


7.3 If Customer, in its reasonable and good faith judgement, determines that any Deliverable has any Defect, Customer must notify the Supplier within the Testing Period by written notice to the Supplier giving full and specific details of that Defect (“Notified Defect”).


7.4 The Supplier shall use commercially reasonable efforts to promptly cure a Notified Defect within ninety (90) business days of Customer’s notice and then resubmit the Deliverable for further review and Acceptance Testing in the same manner and subject to the same timelines.

 

7.5 Should any Deliverable be subject to the same Notified Defect after the second resubmission of such Deliverable to the Customer, the Customer may (i) again reject the Deliverable and return it to the Supplier for further cure of the Notified Defect and resubmission to Customer; or (ii) as its sole remedy, recover all Charges associated with that Deliverable in which case the Supplier’s responsibility for that Deliverable shall cease. The recovery by Customer of Charges in such circumstances shall relate only to the specific Deliverable subject to a Notified Defect and not to all Deliverables under the SoW.

 

7.6 Acceptance of a Deliverable shall be deemed to have occurred on the earliest of:

 

7.6.1 The expiry of the Testing Period for that Deliverable without Acceptance Tests being performed;

 

7.6.2 The signing by the Customer of an Acceptance Certificate;


7.6.3 The expiry of the Testing Period for that Deliverable, unless the Customer has given a written notice in accordance with clause 7.3; or


7.6.4 the Customer using the Deliverable in the ordinary course of its business.

8. Charges And Payment

8.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges. The Charges shall be expressed and paid in pounds sterling, unless otherwise specified in the SoW.

 

8.2 The Customer will pay any Advance Payment as set out in the SoW.  The Supplier will not start performance of the Services unless the Advance Payment has been received.;  

 

8.3 Additional information about Charges including Charges for Customer Delays and suspension of Services at Customer request is set out in the Schedule. 

 

8.4 In addition to the Charges the Customer shall pay the following monthly in arrears following submission of an appropriate invoice:

 

(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages with the Services. Further details are set out in the Schedule; and

 

(b) The cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost are set out in the SoW or subsequently agreed by the Customer.

 

8.5 The Supplier shall invoice the Customer for the Charges at the intervals specified in the SoW. If no intervals are so specified, the Supplier shall invoice the Customer at the beginning of the month for Services performed during the previous month accompanied by relevant receipts. Where Charges are calculated on a time and materials basis, details of time spent by each member of the Supplier’s project team can be provided on request. All disputes concerning invoices must be raised by the Customer in good faith and within 10 days of receipt of the invoice.

 

8.6 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within the agreed payment days set out in the SoW, of receipt of such invoice to the bank account nominated in writing by the Supplier from time to time. 

 

8.7 Where sums due hereunder are not paid in full by Customer by the due date, without prejudice to any other right or remedy Supplier may have: 

 

(a) The Customer shall pay interest on the overdue sum at 8% a year above the Bank of England’s base rate from time to time and at 8% a year for any period when that base rate is below 0%. Interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before judgement.

 

(b) Customer shall indemnify Supplier against any costs, including reasonable attorneys’ fees and disbursements, incurred by Supplier to collect any unpaid amount; and

 

(c) The Supplier may suspend part or all of the Services under all SoWs until payment has been made in full.

 

8.8 All sums payable to the Supplier under the Terms and each SoW:

 

(a)   are stated exclusive of VAT which will be added to the Supplier’s invoice; and

 

(b) Shall be paid in full without any set-off, counterclaim, deduction or withholding.

9. Data Protection

9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.


9.2 The DPA further describes the obligations of the parties in relation to personal data that the Supplier processes on behalf of the Customer in the provision of the Services.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights in Customer’s Materials shall remain Customer’s property. The Supplier acquires no rights in or to such Intellectual Property Rights other than to use Customer’s Materials for the provision of the Services.

 

10.2 All Intellectual Property Rights in Supplier’s Materials and Deliverables are, and shall remain, the Supplier’s property. The Customer acquires no rights in or to such Intellectual Property Rights other than those expressly granted by the Terms and/or any SoW.

 

10.3 Subject to payment by the Customer of all Charges due under the applicable SoW, the Supplier grants to the Customer a non-exclusive, non-transferable, royalty-free licence to use Deliverables for Customer’s own internal business purposes to the extent necessary to enjoy the benefit of the Services.

 

10.4 Subject to clause 10.3, The Customer will not (a) modify, copy, or otherwise reproduce the Deliverables in whole or in part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of the software used in Deliverables; (c) provide the Deliverables to any third party; or (d) remove any trademarks, logos, copyright notices, proprietary notices, or labels displayed on the Deliverables.

 

10.5 The Customer may, from time to time, submit comments, information, questions, data, ideas, description of processes, or other information to the Supplier (“Feedback”). The Supplier is free to use, disclose, reproduce, licence, or otherwise distribute and exploit the Feedback without any obligation or restriction to the Customer.

 

10.6 The Supplier shall defend the Customer against (or at its option settle) any claims made by a third party that a Deliverable, when used in accordance with the Terms and the relevant SoW, infringe the Intellectual Property Rights of any third party (“IPR Claim”), and shall indemnify the Customer for any damages awarded against the Customer by a court of competent jurisdiction or agreed upon in settlement by the Supplier arising from any IPR Claim, including reasonable legal fees and costs incurred by the Customer in connection with any such claim.

 

10.7 In the event of an IPR Claim, the Supplier shall, at its own expense:

 

10.7.1 Procure for the Customer the right to continue using, possessing or receiving the Deliverable free from any IPR Claim;

 

10.7.2 Modify the affected Deliverable so that the Customer’s use, possession or receipt of such Deliverable ceases to infringe the rights of the relevant third party;

 

10.7.3 Replace the affected Deliverable with a non-infringing substitute item that complies with the Supplier’s obligations under the Terms and the relevant SoW; or

 

10.7.4 If the Supplier is unable to comply with one of clauses 10.7.1 to 10.7.3 using commercially reasonable, terminate the affected SoW with immediate effect providing written notice to the Customer and the Supplier shall (as Customer’s sole remedy) refund the relevant Charges paid by the Customer under the relevant SoW for the Deliverable covering the period after the date of termination.

 

10.8 The Supplier shall have no liability in respect of any IPR Claim which arises from: (i) any modification or additions to a Deliverable not performed by the Supplier, its affiliates or subcontractors, but solely to the extent the alleged infringement is caused by such modification or addition; (ii) use of the Deliverable in a manner otherwise than as expressly permitted under the Agreement; (iii) any third party products or services used by the Customer as part of or in conjunction with the Deliverable, but solely to the extent the alleged infringement is caused by such combination; (iv) the Customer’s failure to accept an update, modification or upgrade relating to the Deliverable within a reasonable timeframe having regard to the nature of the circumstances and the reasons for such update, modification or upgrade (v) .the Deliverable is based on a specification provided by Recipient the Customer.

 

10.9 This clause 10 states the Supplier’s entire liability and the Customer exclusive remedy in respect of any actual or alleged IPR Claim.

 

10.10 If the Customer becomes aware of any facts that could give rise to a claim by it under an this clause 10, the Customer shall:

 

10.10.1 Promptly notify the Supplier of the same, together with all relevant facts;

 

10.10.2 Allow the Supplier to have sole and exclusive control of the defence and full conduct of any negotiations and settlement of the IPR Claim; and

 

10.10.3 Provide the Supplier with such information and assistance (at the Supplier’s expense) as the Supplier may reasonably request.

11. Confidentiality

11.1  Each party undertakes that it shall not at any time during an SoW, and for a period of five years after termination of an SoW, disclose to any person any confidential information (including trade secrets and information of commercial value) concerning an SoW, the Charges, the business, affairs, Customers or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2(a). Supplier’s Materials and Deliverables shall be Supplier’s confidential information. Customer’s Materials shall be Customer’s confidential information.

 

11.2.  Each party may disclose the other party’s confidential information:

 

(a) To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Terms or an SoW. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 11; and

 

(b) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

11.3  No party shall make, or permit any person to make, any public announcement concerning the Terms or an SoW without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

 

11.4  For the avoidance of doubt, no party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Terms or any SoW.

 

11.5 On conclusion of any Services, Customer agrees to cooperate in good faith with Supplier to agree a “Customer Success Story” that Supplier may publish. 

 

11.6 The Customer grants to the Supplier a non-exclusive royalty-free, global licence to use Customer’s name and trademark on Supplier’s website.

12. Limitation Of Liability

12.1 Neither party excludes or limits liability to the other party for


12.1.1 Fraud or fraudulent misrepresentation;


12.1.2 Death or personal injury caused by negligence;


12.1.3 A breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or


12.1.4 Any matter for which it would be unlawful for the parties to exclude liability.


12.2 Subject to clause 12.1, the Supplier shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:


12.2.1 Any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;


12.2.2 Any loss or corruption (whether direct or indirect) of data or information (and Customer shall ensure it takes adequate back-up copies of Customer Materials and Customer’s other confidential information);


12.2.3 Loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or


12.2.4 Any loss or liability (whether direct or indirect) under or in relation to any other contract.


12.3 The warranties set out in clause 3.1 are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to the Services. Without limitation, the Supplier makes no implied or express representations that the Services or Deliverables will be fit to operate in conjunction with the Customer’s Equipment.


12.4 Subject to clause 12.1, the Supplier’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), or otherwise, arising in connection with the performance or contemplated performance of the Terms and/or any SoW shall not exceed the lesser of £100,000; and (b) the Charges paid by the Customer for the specific Services giving rise to the liability during the 12-month period immediately before the date on which the cause of action arose.


12.5 The Supplier shall have no liability to the Customer in relation to any breach of the Terms or an SoW caused by:


12.5.1 Any modification or additions to a Deliverable not performed by the Supplier, its affiliates or subcontractors;


12.5.2 Use of the Deliverable in a manner otherwise than as expressly permitted under the Agreement;


12.5.3 The Customer’s failure to accept an update, modification or upgrade relating to the Deliverable within a reasonable timeframe having regard to the nature of the circumstances and the reasons for such update, modification or upgrade


12.5.4 The Deliverable being based on a specification provided by the Customer


12.5.5 Any third party products or services the Customer uses in conjunction with the Services (including as a result of any bug, error, downtime or support provided by the third party provider);


12.5.6 Customer Equipment or Materials or its compatibility with the Services;


12.5.7 The Customer’s failure to provide the Supplier with adequate instructions or co-operation.


12.6 Any dates quoted for delivery of the Services are approximate only and the time of delivery is not of the essence. 


12.7 Neither party may bring an action against the other under or in connection with the Agreement more than 12 months after the claiming party became aware of the cause of action or event giving rise to the claim.

13. Termination

13.1. Each SoW will terminate on completion of the Services under that SoW or as otherwise specified in that SoW.


13.2 Without affecting any other right or remedy available to it, either party may terminate an SoW with immediate effect by giving written notice to the other party if:

 

(a) The other party fails to pay any amount due under that SoW on the due date for payment and remains in default not less than 14 days after being notified of such default;

 

(b) The other party commits a material breach of the Terms or that SoW and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified of the breach;


(c) The other party repeatedly breaches any of the Terms or that SoW in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect


(d) The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;


(e) The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.


13.3 Supplier may terminate an SoW immediately on notice to the Customer if Customer has delayed or suspended performance of the Services under that SoW for a period of 6 months or more.

14. Consequences Of Termination

14.1 Termination or expiry of any SoW shall not affect any other SoW then in force.

 

14.2 On termination or expiry of an SoW:

 

(a) Each party shall as soon as reasonably possible, return, destroy or permanently erase (as directed in writing by the other party) all applicable confidential information belonging to the other party provided that the Supplier shall be entitled to delete or destroy Customer’s Materials;

 

(b) The Customer will cease using Supplier’s Equipment and make it available for removal by the Supplier.

 

(c) The Customer shall immediately pay any outstanding unpaid invoices and interest due to the Supplier. Supplier shall submit invoices for any Services that have been supplied, but for which no invoice has been submitted, and Customer shall pay these invoices immediately on receipt.

 

(d) Provided Customer is not in breach of the Terms and/or any SoW, Supplier shall at Customer’s cost provide Customer or any third party appointed by Customer to provide replacement services with reasonable assistance to transfer Customer’s Materials and related documentation and knowledge. Such assistance will be provided on Standard Rates.

 

14.3 On termination of any SoW:

 

(a) Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, which existed at or before the date of termination shall not be affected; and

 

(b) The clauses and provisions of the Terms and that SoW which expressly or impliedly have effect following expiry or termination (howsever arising) shall continue in full force and effect including without limitation Clauses 1, 6, 8, 10, 11, 12, 14, 20 and 25-27.

15. Force Majure

15.1 Subject to compliance with clause 15.2, a party shall not be in breach of the Terms and/or any SoW nor liable for delay in performing, or failure to perform, any of its obligations under the Terms and/or any SoW if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 8 weeks or more, the party not affected may terminate any applicable SoW by giving ten days’ written notice to the affected party

 

15.2 The affected party shall:


(a) As soon as reasonably practicable notify the other party of the circumstances, the start date, likely duration, and impact ; and


(b) Use all reasonable endeavours to mitigate the impact on the performance of its obligations.

16. Assignment And Other Dealings

16.1 The Customer shall not assign, transfer or subcontract any of its rights and obligations under the Terms or an SoW without the prior consent of the Supplier.


16.2 The Supplier may at any time assign, transfer or subcontract or deal in any other manner with any or all of its rights under the Terms or an SoW.

17. Variation

17.1 Supplier may update the Terms from time to time and the Supplier will notify the Customer of any changes by posting them on its website. If any change materially increases Customer’s liability or materially reduces the Supplier’s responsibilities under the Terms or any SoW, the Customer may terminate each SoW then in force by service of written notice on Supplier within 10 Business Days of the update Terms being posted. If no such notice of termination is given, the Customer’s continued use of the Services constitutes the Customer’s agreement to such changes.

18. Waiver

18.1 A waiver of any right or remedy under the Terms or an SoW or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.


18.2 A failure or delay by a party to exercise any right or remedy provided under the Terms, an SoW or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Terms, an SoW or by law shall prevent or restrict the further exercise of that or any other right or remedy.


18.3 A party that waives a right or remedy provided under the Terms, an SoW or by law in relation to one party or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

19. Severence

19.1 If any provision or part-provision of the Terms or an SoW is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of Terms or the SoW.


19.2 If any provision or part-provision of Terms or an SoW is deemed deleted under Clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Entire Agreement

20.1 The Terms and each SoW constitute the entire agreement between the parties in relation to that SoW and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of that SoW.

 

20.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in Terms or an SoW. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms or an SoW.

21. No Partnership Or Agency

21.1 Nothing in the Terms or an SoW is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.


21.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Third Party Rights

22.1 Unless expressly stated otherwise, the Terms and each SoW do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Terms or an SoW.

23. Notices

23.1 Any notice given to a party under or in connection with the Terms or an SoW shall be in writing and shall be delivered (a) by hand (b) by pre-paid first-class post; or (c) email.  In the case of the Supplier, notices shall be given using the delivery details given below or such updated details as may be notified in accordance with this clause.  In the case of the Customer, notices shall be given using address and contact or email details given in any SoW


Supplier

Address: Level 2, 70 Mark Lane, London, EC3R 7NQ

ATTN: CEO

Email: matthew.schutz@pracedo.com


23.2 Any notice or communication shall be deemed to have been received:


(a) If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and


(b) If sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; and


(c) If sent by email, at the time of transmission, or, if this time falls outside Business Hours, immediately Business Hours resume.


23.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Counterparts

24.1 An SoW may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.


24.2 No counterpart shall be effective until each party has executed at least one counterpart.

25. Dispute Resolution

25.1 Before commencing legal proceedings, the project leads of each of the parties must attempt in good faith to resolve any dispute arising out of or in connection with these Terms or an SoW. Any dispute that cannot be resolved by the parties project leads within ten (10) days of the matter being notified by one party to the other party as requiring resolution, shall be referred by either party for resolution to the Chief Executive Officers (or equivalent) of each party.

 

25.2 If the Chief Executive Officers of the parties are not able to resolve the dispute within ten (10) days of the matter being referred to them, either party may commence legal proceedings in respect of the dispute.

26. Governing Law

26.1 The Terms and each SoW and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with either of them or its or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

27. Jurisdiction

27.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or an SoW or its or their subject matter or formation.

Schedule Charges And Expenses

General

Any estimated amount of Charges stated on a time and materials based SoW is solely a good faith estimate for Customer’s budgeting and the Supplier’s resource scheduling purposes and not a guarantee that the Services will be completed for that amount.  

 

The Supplier will advise the Customer in reasonable time if it believes its estimate has been or will be exceeded.

  

A day shall be billed in quarter hour (15 minute) increments, where one (1) day is equal to eight (8) hours. The Customer must use all estimated hours in an SoW within the time period specified within the SoW.

 

The Customer will be invoiced for the total estimated amount in an SoW and any unused time may be applied towards future Services within 6 months of the invoice.   

 

Meetings cancelled by the Customer less than 60 minutes before their scheduled start time will be charged at 50% of the full time/cost regardless of whether that meeting is rescheduled. Meetings not attended by the customer, where no notice is given will be charged at 100% of the full time/cost regardless of whether that meeting is rescheduled.

 

Except where the relevant SoW provides otherwise, scheduling of Supplier’s resources must be agreed to no later than ten (10) business days prior to the date Services are scheduled to begin. Subsequent scheduling changes requested by Customer may result in additional Charges.

 

The estimates we provide for the in-scope deliverables is based on the level of effort needed to meet the acceptance criteria. There is no guarantee that further enhancements to this deliverable can be delivered within the original estimate provided

 

Charges For Customer Delays Or Suspension Of Services

The following Charges will be payable by the Customer in respect of Supplier staff allocated to the Services if Supplier is prevented from providing the Services for one of the following reasons. Other implications are also noted below:

   

ReasonTime and Materials SoWFixed Price SoW
Customer DelayCustomer to pay the full scheduled hours for each allocated member of staff for the duration of the delay. Customer to pay the full scheduled hours of each allocated member of staff at Standard Rates for the duration of the delay. 
Customer suspension of services If Customer gives less than 14 days prior written notice of a suspension of Services, Customer pays the full scheduled hours for each allocated member of staff for each day or part day that its notice period falls below 14.Customer suspension of Services will not affect any payment milestones or intervals specified in the SoW and the Customer will be required to pay the Charges on those milestones or intervals. 

The Supplier will require a minimum two weeks lead time to recommence the provision of Services on a date to be agreed with Supplier. 

 

If more than 30 days occurs between suspension and re-commencement of Services, Customer will pay 4 hours of charge for each allocated resource for information transfer, project re-planning, and other restart activities.

 

If Customer has made any changes to its Salesforce environment during the period of delay or suspension (to be verified by Supplier) any time spent by Supplier exploring any changes and understanding their implications will be chargeable at Standard Rates.

In all circumstances the Customer will remain responsible for any cost incurred by the Supplier for any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost are set out in the SoW or subsequently agreed by the Customer.

 

For the purposes of this Schedule “scheduled hours” means all hours the Supplier can demonstrate it had scheduled to be worked by its staff allocated to the Services during the period of delay or suspension.

Travel Expenses

If travel costs should occur, the Supplier will communicate to the Customer the cost of each trip prior to incurring it.  

Travel expenses for services performed outside of the premises of the Supplier are to be borne by the Customer. The travel expenses consist of the following items:

  1. Travel time of the Supplier
  2. Accommodation costs (if incurred)
  3. Transportation costs
  4. Subsistence

 

These items are calculated as follows:

1. Travel time of the Supplier

Travel time is measured between departure and arrival time of the office and will be charged per the Supplier according to the following fixed flat rates:

 

Travel Time Costs 
<   15 minutes No costs are charged
<    1 hour £  60.00
<    2 hours £  120.00
< 4 hours £ 175.00
< 8 hours £ 300.00

 

Air Travel

Air travel will be reimbursed in the following classes of service (or equivalent):

Total One-Way 

Travel Time

Class of Service
0-4 hours Economy Class
4-7 hours

Premium Economy 

Class

7+ hours Business Class


Total one-way travel time will be calculated from the first scheduled flight departure time to the last scheduled flight arrival time. This does not include stopovers, connection time or travel time to/from the airport.

Where travel includes flights wholly within one country, First Class may be booked when (i) the flight immediately follows or proceeds an international segment not including stopovers; (ii) the flight is part of an international ticket meeting the requirements for Business Class travel.


If Supplier requires business class facilities in order to work prior to boarding flights, a business class lounge pass can be purchased to supplement their economy class flight.


2. Accommodation Costs

Event Costs 
Overnight stay per night (United Kingdom) £ 130.00
Overnight stay per night (Other countries) As incurred

 

3. Transportation Costs

Range Costs 
London Zones 1-2 No costs are charged
Other As incurred


4. Subsistence Costs

Range Costs 
Breakfast – Working before 8am £10
Lunch – Working away from the office £10
Dinner – Working after 7pm £15
Dinner & Breakfast – Overnight stay £30


5. Car Journeys

Mode of vehicle Mileage Rate 
Cars & Vans 45p
Motor cycles 24p
Bicycles 20p

 

Local Business Hour Standard Rates versus Outside Local Business Hour Rates

The following multiples will be applied to time and materials day rates, depending on the hours worked by Supplier consultants:

Bands Times Weekdays Weekends Bank Holidays
Band 1 09:00:17:30 1 x day rate 2 x day rate 2.5 x day rate
Band 2 17:30-23:59 1.5x day rate 2 x day rate 2.5 x day rate
Band 3 00:00-09:00 2 x day rate 2 x day rate 2.5 x day rate