1. INTERPRETATION & DEFINITIONS. 3

2. CONTRACT FORMATION.. 6

3. CONTINUATION.. 6

4. THIRD PARTY SOFTWARE. 7

4.1. Flow-Down of Third-Party Obligations. 7

4.2. SaaS Subscriptions: Term, Renewal and Pricing. 7

4.3. SaaS Warranty and Liability. 8

4.4. Support for Third-Party SaaS. 8

4.5. Data Processing for Third-Party SaaS. 8

4.6. SaaS Go-Live. 8

5. CHARGES AND PAYMENT. 9

6. INTELLECTUAL PROPERTY. 9

7. LIMITATION OF LIABILITY. 9

8. CONFIDENTIALITY. 10

9. DATA PROTECTION.. 10

10. TERMINATION.. 10

11. GOVERNING LAW AND DISPUTE RESOLUTION

.. 11

SCHEDULE 1: OPERATIONAL DELIVERY GUIDE. 12

1. SERVICES DELIVERY. 12

1.1. Project Governance. 12

1.2. Dispute Resolution. 14

1.3. Responsibilities Table (RACI). 15

1.4. Change Request Process. 17

1.5. Test/Defect Process. 17

2. CUSTOMER OBLIGATIONS. 20

3. SUPPORT. 21

4. SERVICES. 22

4.1. Standard Service Rates. 22

4.2. Expenses. 23

4.3. Working Hours. 23

4.4. On-Call and Standby Services. 24

4.5. Development/Bespoke. 24

4.6. Training. 25

4.7. Travel Time. 25

4.8. Project Time and Costs. 25

4.9. Services Commercial Terms. 26

4.10. Project Reporting and Adjustments. 26

4.11. Cancellation and Amendments. 26

   1. INTERPRETATION & DEFINITIONS

The following definitions and rules of interpretation apply in these conditions:

Acceptance: the point at which the Customer confirms the Deliverables are of a satisfactory standard with no issues found. This will change depending on the nature of the checking process:

Testing: refer to the Test/Defect Process for details on how testing will be managed.

Go-Live: processing of any live company data/transactions will constitute full acceptance of the Deliverables provided up until that point in time.

Terms & Conditions: when
the Customer enters into a commercial arrangement with the Supplier via a Proposal.

Proposal: when the contents are approved by the Customer by email, signature or purchase order, as defined herein.

Additional Charges: costs relating to additional product or service not detailed in the original Proposal.

Additional Services: Services outside the scope of the standard Services agreed in the Proposal.

Business Day: a day other than a Saturday, Sunday or an English Public Holiday. Services are provided for seven (7) working hours in any given Business Day during Business Hours.

Business Hours: The hours between 9:00 AM and 5:00 PM (UK) on any Business Day.

Certificate of Acceptance (COA): A statement by the Customer confirming the proposed Deliverables are acceptable to move to Go-Live. Services provided after the COA/Go-Live to resolve issues which should have been found prior to the COA completion or which cannot be reasonably demonstrated to have existed prior to. the Go-Live, will managed using the Change Request process as Additional Services.

Change Request: A documented request for changes to the scope, timeline or terms of the Services under the Contract.

Charges: Fees payable for the Services as specified in the Proposal or SOW or other documentation.

Commencement Date: The date the Customer accepts the Proposal by signing, emailing confirmation or submitting a purchase order or, if earlier, the date the Supplier begins Services or accepts a Software or Hosting Services order as per the Proposal.

Contractual Term: the full length of agreement as detailed in the Proposal or other commercial documentation. This shall be the minimum period of contract notwithstanding the rights to termination as defined.

Chargeable Support Request (CSR): the SOW detailing ad hoc chargeable work delivered via the Support resources.

Customer: The party identified in the Proposal to whom the Supplier provides Services.

Data Protection Legislation: All applicable UK data protection laws, including the UK GDPR and Data Protection Act 2018.

Deliverables: All items to be provided to the Customer as part of the Services.

Fair Use: Fair use is intended to prevent excessive, disproportionate or abusive demands on the Supplier’s resources that may compromise the availability or quality of services for other customers. The Supplier reserves the right to monitor usage levels and if the Customer’s use exceeds what is deemed fair and reasonable for the agreed-upon scope, the Supplier may:

• •    Notify the Customer of the excessive usage.
  •    Propose adjustments to the service levels or charges to accommodate the increased demand
  •   Temporarily suspend or limit service provision until an acceptable resolution is reached.

Go Live: For each Service, the planned date on which the Service is confirmed in writing by the Customer to be fully operational and available for use. For clarity, this includes scenarios where only part of the Service is available in line with an agreed plan or where there is a partial go-live. All dates are subject to review as part of the project management. Go-Live will constitute full solution acceptance, subject to any jointly agreed issues listed on the Certificate of Acceptance.

Go Live Date: in respect of each Service, the date on which the Go Live occurs which is dependent upon a Certificate of Acceptance being signed before being set.

Hosting Subscription: a cloud-based service provided outside of the Customer’s on-premises infrastructure by the Supplier (or Third Party), as outlined in the Proposal.

Hypercare: the period where project Services are provided immediately post-Go Live and before transitioning to Support.

Intellectual Property Rights (IPR): Rights in software, documentation, design, copyright, trademark, confidential information including know-how and trade secrets or other materials, whether registered or un-registered and including all rights to apply for, be granted, renewals or extensions of, rights to claim priority from or equivalent rights that subsist now or in the future in the UK or in any part of the world. Unless otherwise provided for in writing, all IPR will belong to the Supplier. All Third Party Software IPR will remain the property of the Third Party.

Initial Term: the fixed period in respect of each of the Services as detailed in the Proposal and which shall commence from the earlier of the signed Proposal, email confirmation of the Proposal or the date of the Purchase Order. This shall be equal to the Contractual Term.

Out of Scope: Services outside the scope of the standard Services agreed in the Proposal.

Notice Period: The period of 90 calendar days prior to the expiration of the Contractual term.

Plain English and Interpretation: This Agreement is intended to be read and understood in plain English. The words used shall carry their ordinary, natural meaning unless the context clearly requires otherwise. No party shall seek to apply unusual, technical or strained interpretations to any wording.

Pre-Paid Consultancy (PPC): PPC is a prepayment option for discounted Professional Services, requiring full upfront payment. Balances expire 12 months from purchase, with unused amounts forfeited. Customers should utilise services within this period to maximise value.

Project: the collective processes to deliver the Services within the Proposal.

Project Rate: the Services rate quoted within the Proposal.

Project Management: the consultancy effort applied to ensure Services are delivered in line with the Proposal.

Proposal: A written offer provided by the Supplier detailing the Services and/or Deliverables. Proposal also encompasses an SOW, CSR or Change Request as is appropriate for interpretation.

RACI: the definition of responsibilities as to who will be Responsible, Accountable, Consulted and Informed with regard to the Deliverables and Services. A copy will be provided as part of the Project initiation.

Renewal Period: The contractual term that commences immediately after the conclusion of the Initial Term which unless specified will be equal to the Initial Term in length.

Services: Third Party Software and other software subscriptions, hosting subscriptions and consultancy services (by the Supplier or Third Party Provider) required as part of the Deliverables. These will be as outlined in the Proposal or agreed in the Project Plan.

Standard Daily Rate: the current Services rates applicable unless otherwise outlined within the Proposal. Change Requests will be based on the Standard Daily Rate.

Supplier: Profit Mojo Limited (Company Number 16151451) or its affiliates providing Services under this Agreement.

SOW: Statement of Work – A detailed document setting out the scope, timeline and deliverables for the Deliverables and/or Services.

Support: the provision of break/fix reactive Services delivered during Business Hours and following the creation of a support ticket, using the online Customer Support Portal. Support does not include the provision of data reconciliation, data migration, report writing or debugging, training or other similar consultancy services.

Termination: In respect of the service contract(s), termination occurs upon the expiration of the relevant Initial Term or Renewal Period subject to the appropriate Notice Period. Third Party Software termination is covered in 4.2 SaaS Subscriptions: Term, Renewal and Pricing.

Third Party Provider: external parties engaged by the Supplier to deliver Services as part of the Proposal.

Third-Party Software: Software owned or licensed by entities other than the Supplier. This may include software modified by the Supplier under the terms of the Contract. All access to or resale of Third-Party SaaS applications is governed by Third-Party Provider Terms.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. 

 User Acceptance Testing: Tests designed to approve the Deliverables can be marked as accepted by the Customer. The Customer is responsible for the compilation and validity of test scripts, data and oversight.

   2. CONTRACT FORMATION

The Contract is formed when the Customer accepts the Supplier’s Proposal by emailing confirmation, by signing the Proposal/SOW/CSR or issuing a purchase order referencing the Proposal, or other communication containing pricing relating to the Project, Additional Charges or Additional Services.

These terms apply to the exclusion of any Customer standard terms unless expressly agreed in writing by the Supplier.

These terms will apply to all subsequent commercial interactions between the Customer and Supplier.

No variations will be made unless approved in writing by a Director of the Supplier and a new Contract signed by both parties.

   3. CONTINUATION

The Contract shall continue for the minimum duration of the Initial Term and subsequent Renewal Periods.

The Agreement shall automatically renew beyond the Initial Term for successive periods of the same duration as the Initial Term, commencing immediately upon the expiry of the Initial Term, unless either party provides written notice of non-renewal at least 90 calendar days prior to the end of the Initial Term, or any subsequent Renewal Period.

Written notice must be acknowledged to be binding. Notice sent on a non-Business Day via email will apply from the next following Business Day for purposes of dating the notice. Notice sent in hard copy will apply from the date upon which the Notice has been physically received by the addressee.

Renewal shall be subject to the same terms and conditions.

Pricing may vary annually in line with changes to UK Retail Price Index or vendor list pricing.

Unless otherwise stipulated there are no fixed prices within this Agreement.

   4.  THIRD PARTY SOFTWARE

The Services may include access to, or resale of, Third-Party Software-as-a-Service applications, including but not limited to Cin7 Core and iplicit (“Third-Party SaaS”).

Use of any Third-Party SaaS is governed exclusively by the relevant Third-Party Provider’s own licence terms, acceptable use policies, service levels and privacy notices (“Third-Party Terms”).

By entering into this Agreement and/or using the Third-Party SaaS, the Customer agrees to be bound by the applicable Third-Party Terms. The Customer acknowledges that:

•       The Supplier is not the developer, owner or operator of the Third-Party SaaS;
•       The Supplier does not provide any warranty or guarantee regarding the Third-Party SaaS;
•       all warranties, support obligations, service levels and performance commitments relating to the Third-Party SaaS are governed solely by the Third-Party Provider.

Where required by the Third-Party Provider, the Customer agrees that the Supplier may accept the Third-Party Terms on the Customer’s behalf for the purpose of provisioning the subscription.

4.1.  Flow-Down of Third-Party Obligations

The Customer shall comply with all obligations, restrictions and usage rules imposed by the relevant Third-Party Provider. The Customer indemnifies the Supplier against any loss, claim, fine or charge arising from the Customer’s breach of Third-Party Terms.

4.2. SaaS Subscriptions: Term, Renewal and Pricing

All Third-Party SaaS subscriptions are supplied on terms aligned with the applicable Third-Party Provider. Subscription periods, automatic renewals, payment schedules and cancellation rules are dictated by the Third-Party Provider.

The Customer acknowledges that:

•        SaaS subscriptions may not be cancellable during the subscription term;
•        full payment for the entire subscription term may be required even if the Customer ceases use;
•        subscription fees may be amended by the Third-Party Provider and such changes will be passed through to the Customer.

The Supplier shall not be liable for any costs arising from the Customer’s failure to comply with the Third-Party Provider’s renewal or cancellation requirements.

4.3. SaaS Warranty and Liability

The Supplier gives no warranty and accepts no liability for the availability, performance, functionality, security or suitability of any Third Party SaaS.

The Supplier shall not be liable for:

•         downtime, outages, latency or service limitations
•         data loss or corruption
•         bugs, defects or changes introduced by the Third-Party Provider
•         suspension or termination of access by the Third-Party Provider
•         vendor roadmap changes or discontinued features

The Customer’s sole remedy for issues with Third-Party SaaS shall be against the relevant Third-Party Provider.

4.4. Support for Third-Party SaaS

Other than expressly included in the Proposal or SOW the Supplier does not provide support for Third-Party SaaS beyond :

•         configuration & implementation as may have been delivered by us
•         user assistance with break/fix issues
•         first-line triage

All product defects, data, output/printing and application availability issues, security incidents and platform outages shall be managed by the relevant Third-Party Provider under its own support model.

4.5. Data Processing for Third-Party SaaS

Where the Supplier provisions Third-Party SaaS subscriptions, Customer data may be processed directly by the Third-Party Provider.

The Customer acknowledges that each Third-Party Provider acts as an independent controller or processor (as applicable) and is responsible for its own compliance with Data Protection Legislation.

The Supplier shall have no liability for processing carried out by Third-Party Providers.

4.6. SaaS Go-Live

A SaaS Service will be deemed Accepted on the earlier of:

•        the date the Customer first accesses the SaaS;
•        the date the Third-Party Provider activates the subscription;
•        2 Business Days after the Supplier notifies the Customer that the SaaS is ready for use.

   5. CHARGES AND PAYMENT

Charges are as set out in the Proposal or SOW.

Payment terms are 30 days from the invoice date unless otherwise agreed.

The Supplier reserves the right to:

•       Suspend Services for overdue payments after providing 14 days’ notice
•       Apply interest at 5% above the Bank of England base rate to overdue amounts.
•       Apply increased charges where the Customer’s use exceeds what is deemed fair and reasonable for the agreed-upon scope.

All fees are exclusive of VAT and other applicable taxes and are provided in good faith, errors and omissions excepted.

Any clerical or mathematical error may be corrected on discovery and the parties shall act reasonably and promptly to update the affected figures.

The Supplier may suspend Services without liability where the Customer:

•       fails to pay amounts due
•       fails to provide required access, resources or information
•       breaches licence terms relating to Third‑Party SaaS
•       causes a security concern
•       materially breaches this Agreement.
•       Services will resume once the issue is resolved to the Supplier’s reasonable satisfaction.

   6. INTELLECTUAL PROPERTY

The Supplier retains all Intellectual Property Rights in materials and software provided unless otherwise agreed in writing.

The Customer is granted a non-exclusive, non-transferable license to use Deliverables strictly for internal purposes whilst a Customer of the Supplier.

   7. LIMITATION OF LIABILITY

The Supplier’s liability is limited to the Charges paid by the Customer in the 12 months preceding the claim.

The Supplier is not liable for:

•        Loss of profits, business or data.
•        Third-party software issues.
•        Indirect or consequential losses.

Nothing in these terms limits liability for death, personal injury or fraud caused by negligence.

   8.CONFIDENTIALITY

Each party shall keep confidential all commercial, technical, financial or operational information disclosed by the other party. Confidential information shall not be disclosed to third parties except where required for project delivery under equivalent confidentiality obligations or where required by law. This clause survives termination of the Agreement.

   9.   DATA PROTECTION

Both parties will comply with their respective obligations under Data Protection Legislation.

The Supplier will process Customer data only as necessary to provide the Services.

The Supplier is not a Data Processor.

The Supplier does not guarantee retention of any Customer data after project completion unless expressly agreed.

Upon termination, the Supplier will provide any Customer-owned project artefacts in its possession upon request. All other working files may be deleted 30 days after termination.

A copy of Customer data can be provided on termination, subject to the limitations of Third Party Software.

  10. TERMINATION

Either party may terminate the Contract with 90 days’ written notice before the expiry of Initial Term or subsequent Renewal period expiry.

The Supplier may terminate immediately if:

•        The Customer fails to pay an overdue invoice within 21 days of notice.
•        The Customer becomes insolvent.

On termination, the Customer must pay all outstanding Charges and return any Supplier materials.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labour disputes, utility outages, telecommunications failures, pandemics, supply‑chain disruption, third-party SaaS outages, or acts of government.

The affected party must notify the other without undue delay and will resume performance as soon as reasonably possible.

  11. GOVERNING LAW AND DISPUTE RESOLUTION

The Contract is governed by the laws of England and Wales.

Disputes will first be referred to mediation before any legal proceedings.

   12. SCHEDULE 1 OPERATIONAL DELIVERY GUIDE

   1.  SERVICES DELIVERY

The Supplier will provide the Services outlined in the Proposal or SOW with the reasonable skill and care expected of a competent supplier in this industry. Each party shall execute to maintain their role as defined within the RACI which will determine the ultimate owner of certain key project roles and functions. This will vary project to project.

Services are provided as an estimate of time required. No guarantee of delivery is offered or inferred in a Service estimate.

The Supplier relies on the Customer to provide personnel with the necessary process knowledge, decision-making authority and timely access to required network systems,
physical facilities or other relevant information. These elements are essential to enable the Supplier to deliver the Services in accordance with the agreed plan. Re-work caused by in adequate personnel provision will be managed using the Change Request process.

Any changes to the Services must be agreed in writing through a Change Request.

The Supplier is not responsible for delays caused by the Customer, third-party software or external factors outside its control. Such delays may incur additional charges to the
Project.

No setup or configuration of Customer network devices, portable electronic equipment,
printers or other electronic hardware included within the Deliverables unless expressly provided for.

The Supplier warrants that Services will be delivered with reasonable skill and care. Except as expressly stated, the Supplier gives no other warranties regarding the Services, Deliverables or outcomes. The Supplier does not warrant that the Services will be error‑free, uninterrupted, or suitable for any specific business purpose. All other warranties, express or implied, are excluded to the fullest extent permitted by law.

1.1. Project Governance

1.1.1.  Steering Committee

The parties will establish a Steering Committee to oversee the provision of the Services.

The Steering Committee will include the following individuals from the Service Provider’s side: Service Provider Project Manager and Service Provider Project Sponsor.

The Steering Committee will consist of at least the Executive Project Sponsor and Project Manager from the Customer.

The Steering Committee will be responsible for the following non-exhaustive list of activities:

•        Monitoring progress of the Services
•        Monitoring any potential cost incurred on the delivery of the Services
•        Authorising any changes to the Services through the Change Control Process outlined in section 1.4
•        Managing change requests for the Services through the Change Control Process outlined in section 1.4
•       Acting as a point of escalation for any risk and issues arising in the provision of the Services

The Steering Committee will meet every 2/4/6 weeks [to be determined as part of the project initiation] although it can be reconvened more regularly if urgent matters need addressing. The Service Provider Project Manager and the Customer Project Manager will inform the Steering Committee on progress and any known issues.

Any member of the Customer or Service Provider teams may be asked to attend a Steering Committee meeting should it be deemed necessary.

1.1.2. Service Provider Project Manager

The Service Provider will provide a Professional Services Project Manager to serve as the primary contact to the Customer for the entire duration of the Services. The Professional Services Project Manager will be responsible for:

•        Implementation schedules for the Services
•        Determining resource requirements for the Services
•        Primary point of contact for communications with the Customer

1.1.3. Customer Project Manager

The Customer will provide a Project Manager to serve as a primary contact for the entire duration of the Services. The Customer Project Manager shall collaborate with the Service Provider Project Manager on the following, non-exhaustive, list of activities:

•        Planning the activities to be provided under the
  Services
•        Managing the schedule for the Services
•        Managing and helping resolve any issues arising in the Services
•        Manage any Change Control Process relating to the Services
•        Customer resource management
•        Steering Committee/stakeholder communication

1.1.4. Project Management

Project Management effort is based on an assumed maximum project duration of months which is identified by the expected Go-Live Date or in the project plan.

The Project Manager will manage the Project scope.

Variations in time and/or cost may however occur in certain instances based on;

•        Delays in phase completion e.g. extension of
  training time or UAT finalisation
•        Requests for additional functionality not listed in the scope of work
•        Complexity of interfaces or customisation requirements after detailed analysis

The Project approach will be to “Train the Trainer” and train the customer resources ‘Super-Users’. Up to 3 delegates will be trained in the functional use of software from the outset of the project. These Super-Users will be responsible for all end user functional training.

The Supplier takes no responsibility for, apart from advisory, in respect of customer resources who are concerned with this project.

The Supplier may perform the Services:

•        Onsite at Customer’s offices where the Customer will provide physical access and suitable workspaces and facilities. Travel (time and expense cost) and subsistence
  charges apply for onsite work.
• Remotely and the Customer will ensure remote access is available to the Supplier project team.

The Supplier will validate the roles and users to support User Acceptance Testing and key project team members up to a maximum of 5 users. These users will not have Administrator access by default.

The Supplier resources may not be dedicated full-time to the Project.

Project language will be English.

All Project Documentation, where applicable, will be delivered in English.

1.2.   DisputeResolution

If a dispute arises, the parties shall attempt to resolve it promptly using the following escalation route:

•        Working Teams: Initial discussion and resolution attempt.
•         Project Managers: Escalation to the Project Managers of both parties if unresolved.
•         Steering Committee: Final internal escalation where the matter remains unresolved despite good-faith efforts.

If the dispute is not resolved within 10 Business Days after escalation to the Steering Committee the parties shall refer the matter to mediation.

The mediation will:

•        Be conducted in accordance with the CEDR Model Mediation Procedure, and
•        Be administered by the Centre for Effective Dispute Resolution (CEDR), or a mediator appointed by CEDR.

Each party will participate in the mediation in good faith.

No party may commence litigation or court proceedings relating to any dispute unless and until it has attempted to resolve the dispute through the steps above.

1.3.   Responsibilities Table (RACI)

The table below sets out the responsibilities of the Service Provider and the Customer for each stage of the Services to be provided.

1.4.   ChangeRequest Process

The process for handling changes requests
to the Services is as follows:

•        The Project/Steering Committee (or nominated Customer contact) will be notified and approve all requests for scope of Services changes or requests for Additional Services before they are prepared by the Service Provider.
•        The Customer Project Manager will submit a request for a change control request (“CR”) to be drafted by the Supplier Provider Project Manager. The CR may be a simple note in the Services status report.
•        The Supplier Project Manager will create a CR describing the change and any impact this has on the extent or cost of the Services to be provided by Service Provider.
•        The CR shall be presented to Customer Project Manager for review.
•        The Customer Project Manager shall present the CR to the Steering Committee for approval.  
•        The Customer Project Manager shall be entitled to plan, cancel, or defer the CR based on the approval response received from the Steering Committee.
•        The Services status report shall summarise all change requests to any of the Services and their approval status.

The Supplier shall be entitled to charge additional fees for any work carried out in preparing, evaluating and agreeing the requested CR on a time and materials basis (with such charges calculated in accordance with section 5) and the parties shall agree these fees in advance of any work in relation to the CR commencing.

1.5.   Test/DefectProcess

Customer’s review and approval of all Services will adhere to the following process: –

1.5.1. Acceptance Process

•        Supplier shall notify the Customer in writing (or by way of invoice) of Service Provider’s completion of a Service.
•        Customer has five (5) business days from the receipt of the notification to respond to Service Provider. The Customer acknowledges that the progress of the project is dependent on acceptance of the completion of each Service and that delayed confirmation of acceptance may have an impact on the timelines of the project.
•         The Customer shall not unreasonably withhold or unduly delay giving acceptance.
•         Customer’s failure to respond to the Supplier within the five (5) business day period signifies Customer’s acceptance that Supplier has completed the Services and performed the Services satisfactorily.
•         To decline acceptance of a Service, Customer must communicate in writing that the Service has been declined and detail how the Services have not been performed by Supplier satisfactorily.
•        The Supplier shall address any such non-conformance in a timely manner. The Supplier shall compile an action plan to correct any non-conformance and the process for acceptance which will be repeated until such time as all non-conformances have been resolved.
•         Acceptance may not be declined due to defects in Services that do not represent a material non-conformance with the requirements of the Deliverables.

1.5.2. UAT Acceptance and Go-live

A defect register will be created and managed by the Project Managers. Defects with the Software, identified during testing will be assigned a severity by the tester. Customer test leads will subsequently assign a priority and resource to address the resolution of the defect. Third Party Software defects will be isolated and managed in conjunction with the Third Party.

The information to reproduce the Defect must be provided at time of registration and the issue must be assigned (as a minimum): –

•        a detailed description with full steps for recreation
•        it has been tested by a different user/role and using alternative data
•        a defect level (see below)
•        date recorded
•        date resolution required
•        Go-Live impact
•        workaround capability
•        an owner from both parties.
•        Status (e.g Not started, In Progress, In Test, Complete)

1.5.3. Defect Classification

Test results will be compiled and reported to the Project Steering Committee.

Defects that cannot be reproduced and Defects due to a misuse of the Software as designed will be closed without resolution. It is therefore important that all Defects are correctly qualified by the Customer Project Manager. Customer must provide any additional information requested by Supplier regarding the Defect.

If after analysis by Supplier it is found that the cause of the Defect derives from the design gap, then the Defect will be dealt with under Change Request process.

1.5.4. Corrections of Defects

The Supplier will provide an estimated timeframe for delivery of corrected Defects logged. The Customer will test the corrected Defects. When these are approved, the Customer’s project manager must close the issue. If an additional correction is required, the Customer must update the status of the request and notify the Supplier.

If Supplier has not had any feedback from Customer within five (5) business days following the delivery of the correction the Supplier reserves the right to consider the request successfully completed and closed.

1.5.5. Indicating Approval of the Software

At the end of UAT, a summary of Defects reported is prepared. Dependent on the number of Priority 1 or 2 Defects that are still open and not corrected, the Customer will decide on the approval of metrics defined below then Customer will be expected to accept the application. 

Approval of the application is documented in a UAT Sign-Off signed by both Parties.

1.5.6. Approval without Defects

If all Priority 1 or 2 Defects are corrected, the acceptance form will be signed off without deficiencies and the Deployment and Go-live Process will commence.

1.5.7. Approval with Open Defects

If there are no outstanding Priority 1 Defects to be corrected and less than ten (10) Priority 2 Defects still open, the acceptance form can be signed off, noting the outstanding Defects, and both parties will come to an agreement whereby the Defects will be addressed by the Supplier team in the future. The Deployment and Go-live Process will commence.

1.5.8. Rejection

If Defects remain after UAT, Customer may choose to approve the Software with open Defects (see previous section) or reject the Software.
If Customer rejects the Software, the project will not commence to Deployment and Go-Live.

In the event of a rejection, the parties will come to an agreement on the planning of delivery of corrections.

1.5.9. Other cases

If Customer decides to Go-live without a UAT sign-off, the application will be deemed accepted with outstanding Defects.

1.5.10. Defect Definition

A Defect is defined as:

•        Any bug, error or incorrect result in an application, or resulting from the Services.
•        Any non-conformity in the application compared to the Solution Design or any other document describing them.
•        With regard to Third Party Software limitations on remedy apply.

2. CUSTOMER OBLIGATIONS

The Customer must:

•         Provide access to premises, systems, networks, hardware, and personnel required for the Services.
•         Ensure its equipment, infrastructure and systems meet all minimum requirements in the Proposal or SOW.
•         Provide accurate, complete and timely information and grant all required access necessary for project delivery.
•         Respond to project queries, decisions and issues within a reasonable timeframe.
•       Accept that where no response is received from the Customer’s nominated project manager within 5 Business Days (excluding holidays and illness), acceptance of the relevant item will be deemed to have occurred.
•        Provide project resources who have appropriate functional knowledge, decision-making authority and sufficient technical competence to support delivery of the Services.
•        Supply all relevant process documentation to the Supplier before the project begins.
•        Ensure all third-party licences, software and credentials required for the project are available prior to installation or configuration.
•        Provide reliable, secure and uninterrupted access to all required IT environments, including servers, networks, VPNs, backup and restore processes.
•        Take full responsibility to maintain a suitable copy of data to meet its legal obligations. The Customer is responsible for its own data backups.
•        Manage and take full responsibility for its own resources and any third-party suppliers engaged directly by the Customer.
•        Ensure Customer project personnel fulfil their responsibilities promptly and without undue delay.
•        Configure any additional users needed for testing or production beyond the core UAT team identified by the Supplier.
•        Deliver all end-user training and prepare all associated training materials, unless otherwise stated in the Proposal or SOW.
•        Ensure that all Customer project team members have completed any mandatory online training before their involvement in project delivery.

  3.  SUPPORT

Our Support service is provided on a reactive, break/fix basis and applies only to functionality that has been deployed and is in general operational use. Full details of the Support service are set out in the Support User Guide.

Access to Support is provided through our online Customer Support Portal and is restricted to nominated and approved Customer contacts only. We apply a limit to the number of approved contacts per site. All approved contacts must:

•        have completed the relevant product training to a “super-user” level; and
•        be able to triage issues to eliminate user-error
  or training matters before raising a Support ticket.

Support charges will be specified in the Proposal. Access to Support is not included in Software subscription pricing unless explicitly stated. Any work that falls outside the scope of Support, including consultancy, user training, configuration, reporting, data correction or any non–break/fix activity will be chargeable and delivered under a Chargeable Support Request (CSR).

Our performance against any stated Service Level Agreement is provided on a best-endeavours basis, not as a guaranteed commitment.

These response and resolution times represent our standard targets. Actual targets may vary depending on the Services set out in the Proposal or any separate Support Agreement.

In some cases, Support may involve applying a patch or upgrade to a later version during Business Hours. Any associated costs will be discussed and agreed with the Customer in advance.

For all Third-Party SaaS services, updates, patches, release cycles and the resolution of service issues follow the cadence and policies of the relevant SaaS vendor.

The Customer acknowledges that the Supplier has no control over the vendor’s timescales, priorities or actions and that third-party delays may impact the Supplier’s ability to meet the target response and resolution times stated above.

  4.  SERVICES

4.1.  Standard Service Rates

Standard Daily Rates are as per the table below: –

Project rates which are applicable to the initial Services will be outlined in the Proposal and may differ to those rates above.

Standard Daily Rates apply where additional work beyond the initial Services estimate occur or Change Requests are approved during the course of the Project.

4.2. Expenses

The Customer will be charged for reasonable project-related expenses, including mileage, hotels and subsistence, for each on-site day (or part thereof).

Overnight accommodation for on-site activities will be agreed in advance by both parties’ Project Managers and such agreement shall not be unreasonably withheld or delayed to the detriment of the project delivery.

* City Centre: Examples include Birmingham, Bristol, Cardiff, Dublin, Belfast, Manchester, Liverpool, Newcastle Upon Tyne, Leeds, Sheffield, Edinburgh, Glasgow,
Aberdeen and so on.

The Customer will be responsible for covering all reasonable project-related expenses incurred during on-site work. These may include mileage, accommodation and subsistence costs for each full or partial on-site day.

The total number of on-site days and the source of resources will be finalised through detailed project planning.

4.3. Working Hours

The standard daily rate is based on a seven-hour working day (excluding a one-hour lunch break) between the hours of 07:00 to 19:00, Monday to Friday.

Business Hours will apply as standard unless otherwise stated. Days and timings are as per the United Kingdom working calendar.

Additional hours worked within these hours over the seven-hour day will be charged at the pro-rata hourly rate.

Services provided outside standard working hours (before 07:00 or after 19:00) or during non-Business Days and public holidays will be billed at double the standard hourly rate.

For half-day bookings, 50% of the day rate, plus a premium of £150 will apply.

4.4. On-Call and Standby Services

Standby or on-call services requested by the Customer will be charged at the standard hourly rate for the full on-call duration.

These charges apply regardless of whether the Service is utilised or not.

Once standby services are activated, double the standard hourly rate will apply where those services occur on a non-Business Day.

4.5. Development/Bespoke

Development or bespoke work will be subject to a signed specification. Functionality not explicitly listed, described or mentioned within the specification will not be provided as part of the agreed price.

It is the Customer responsibility to check that all functional scenarios are represented within the specification and to provide example test scripts against which the new functionality will be tested at the time of signing.

Scenarios not included within the specification document will not be considered to be part of the functional delivery and changes to accommodate them will be chargeable using the Change Request process.

Development is charged as:

•       50% payment due with order
•       25% payment due on delivery for testing
•       25% payment due 30 days after delivery.

These charges apply regardless of whether the development is utilised in a live environment or not.

No source code is provided and all intellectual property of the development rests with the Supplier.

Live use of software constitutes full acceptance.

Development support commences no later than 30 days after delivery.

4.6. Training

Training is limited to a maximum of three attendees unless otherwise agreed.

Written training materials can be provided for an additional fee.

Course attendees must have completed training pre-work prior to joining or risk being refused access to the training course.

Unless otherwise agreed all course attendees must have a similar technical capability and must have a suitable competence in the functional area being trained.

It is the attendee’s responsibility to take notes. Follow up notes/information sheets are not provided.

Training will involve examples and scenarios not directly related to the Customer. This is to demonstrate the capability of the functional area being reviewed not necessarily the specific Customer use.

Fully customised training with Customer specific content is available for an additional fee.

Where possible, online training sessions will be recorded and made available to the Customer.

Additional licence costs will be incurred where attendees exceed the purchased software user count.

4.7.Travel Time

Travel time to and from the Customer location
is charged as: –

•       50% of the hourly rate if between 07:00 & 19:00 on a Business Day.
•       100% of the hourly rate if outside of these hours or on a non-Business Day.

Return travel time will be calculated using the shorter distance between the consultant’s home location or designated office to the Customer’s site, measured via AA Route distance and duration or the expected journey duration via train travel.

4.8. Project Time and Costs

Time and costs listed in the Proposal are estimates only; actual time and costs may vary.

The Proposal will describe the broad scope of work against which the Deliverables is based. This may be refined by producing a Statement of Work or another similar project based document.

A list of Out of Scope items will be included within this documentation. These items are not part of the Deliverables. Any subsequent work to incorporate them will be managed via the Change Request process.

Significant project duration changes will trigger a review and potential amendment of the Project Management budget via the Change Request process.

Variations to the project plan which exceed 10% of the approved Services budget must be agreed upon in writing and documented All services are provided on a time-and-materials basis.

4.9. Services Commercial Terms

These terms will apply for the duration of a Project and any subsequent Services.

Billing and payment obligations are not contingent upon the delivery or acceptance of Deliverables.

If a formal complaint is lodged relating to specific Deliverables the Customer shall arrange for partial non-payment of the disputed invoice only in lieu of the disputed item(s).

Any such complaint about Deliverables must be raised within 10 days of receiving the invoice.

4.10. Project Reporting and Adjustments

The allocation of days across functional areas is indicative and subject to change as the project plan evolves.

A budget and time utilisation report will be provided as part of the Project Management process.

4.11. Cancellation and Amendments

Cancellation by the Customer of consultancy services will attract fees as per the following schedule (calendar days):