Definitions

(BDD) – Business Definition Document – Defines business contacts, business background and objectives as well as fundamental organisation structure and process of the client business. This document is to be referred back to during the relationship between the company and the client.

(PRD) – Project Reference Document - Contains project definition, scope, risks, and deliverables.

(CRD) – Commercial reference document - Contains financial detail regarding delivery of a project.

(CAA) - Contract Authorisation Agreement - Either a Signed CRD or Digitally Signed portal.eigo.co.uk contract authorisation.

 

Terms

1.1. What the Company agrees to do

The Company undertakes to deliver services to the client at the rates designated the Contract Authorisation Agreement

 

1.2. Where these conditions apply

These terms and conditions apply to all agreements between The Company and The Client. The Company are not bound by any other standard form terms and conditions, even if they say that they take priority.

 

Acceptance

1.3. Software Development

If the Client does not inform the Company of any problems with the deployment of services during the User Acceptance Testing (UAT) phase of the project, the Client will be deemed to have accepted them. The UAT phase of a project will run for a maximum of 30days. If subsequently problems are identified the Company will charge an agreed rate per hour to investigate the problems. If a problem is found during the internal testing phase of the project, the Company will do their best to rectify the problem with no extra charge to the Client. If a problem has a cause other than an error on the part of the Company (including but not limited to, an error by a third party or incorrect use or configuration) the Company charge a standard rate to rectify the problem with the Client.

 

1.4. Hosting contracts

Acceptance will be deemed by the client signing via CAA.  SLA agreement is made within the hosting contract and may differ from contract to contract.

 

1.5. Support Contracts

Acceptance will be deemed by the client signing via CAA.  SLA agreement is made within the support contract CRD and may differ from contract to contract.

 

1.6. Project Management Contracts

Acceptance will be deemed by the client signing via CAA.  SLA agreement is made within the support contract CRD and may differ from contract to contract.

 

1.7. Terms of payment

Unless otherwise noted in the CRD document or “1.5 Specific Terms of Payment”, the Client will make all payments due under the terms of agreement within 30 days of invoice date. The Company reserve the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.  The Client must raise any queries on any invoice at least working 10 days before the due date for payment. The Client will pay any charges that the Company’s bank levies on the Company by reason of the Clients default.

Where an on-going contract has been agreed payments will be made in line with the contract signed.  Payment structures may be based on a contract by contract basis.  If payment is delayed this can cause service interruption due to removal or suspension of services.  The company reserves the right to remove services after 45 days from the invoice tax date if no payment has been made and charge a re-connection fee to reinstate services.

 

1.8. Specific Terms of Payment

Software Development (inc. Development Projects, Sprints, Custom Module Development, R&D, POCs etc)

A fixed budget for a fixed scope of work delivery is agreed between the Company and the Client, scope definition and agreed rates are delivered through a combination of supporting documentation and CAA, these constitute definition of the what the project will deliver, how long it is expected to take and how much it will cost.

As part of the signoff of the development work, payment terms will be provided in the CAA

Support Management

A monthly estimate of required resource is planned over a minimum 6 month period. The detail of the types of work undertaken and the SLA (Service level Agreement) will be provided on a CAA which will be provided for commercial agreement of the terms. All support invoices are due in advance of the period to which they apply.

 

1.9. Warranties

The Company believe that they are capable of performing all contracts to a reasonable standard. The Company will use reasonable skill in performing their services under this agreement. The Company will keep to agreed contract time-scales.  However, at times there could be delays due to the Company waiting for feedback, a change of request from the Client leading to delays, or any other unforeseen circumstances.  The Company knows of no reason why the Client should not be entitled to freely use the services/software which the Company deliver to the Client. The Company do not offer any other warranties and the Company specifically exclude warranties that would otherwise be implied by law.

 

1.10. Exclusion of liability for economic and consequential loss

The Company do not exclude liability that falls on us through death or personal injury caused by our negligence. The Company do not exclude liability for direct loss caused by our negligence or default (though limit the maximum liability below). The Company do exclude liability for any consequential or economic loss or damage, whatever the reason for the loss or damage and whether arising in contract or tort. The Client will indemnify the Company against any loss which the Company suffer as a direct result of the Clients use of their services and the software or documentation.  Liability can in some cases be limited to actions that are wilfully or knowingly negligent.  In these cases the specific terms will be noted in any CAA documentation.

 

1.11. Limit of liability

If the Company do have a liability arising out of their work for the Client, that liability can in no circumstances (other than a claim in respect of death or personal injury) exceed the amount which the Client have paid the Company for that work. The Company have priced the contract with this allocation of risk between the Client and themselves in mind and both the Client and the Company agree that this is reasonable.

 

1.12. Time Limits

If the Company give any time limits for the performance of the subject matter of this agreement (or part), the Company will do their best to comply with them, however the Company cannot be responsible for any loss which any delay may cause the Client. The Company accept that any unreasonable delay by the Company (other than for a cause outside our control - see "force majeure" below) gives the Client the right to tell the Company that unless the Company perform the agreed action by a certain date which gives the Company a reasonable chance of complying, the Client may terminate the contract provided that the Client will not, by act or omission, do anything that will hinder the Company from meeting the deadline. In that case, the Client will only have to pay the Company for work that has been carried out and has value to the Client, as agreed between the Client and the Company or as resolved under the dispute resolution procedures, stated below.

 

1.13. Channels of communication

Both the Client and the Company shall appoint a single representative who is responsible for organising meetings at regular intervals to review progress and exchange information.

 

1.14. Change Control procedures

The Company and the Client can only make an alteration to this agreement if both the Client and the Company agree it in writing. The Client accepts that if both the Client and the Company agree an alteration, other terms (e.g. payment and delivery date) will have to be renegotiated.

 

1.15. Whole contract

This agreement represents the whole agreement between the Client and the Company and overtakes any previous agreement. The Client acknowledges that they are not relying on any previous representation or warranty in entering into this agreement and that the Client has made their own investigations into the suitability of the Company services for their particular needs and are relying on their own judgement.

 

1.16. Notices

If the Company needs to give the Client notice, or vice versa, it must be in writing and delivered or sent by first class post to the address of the intended recipient, as noted on the agreement or as updated subsequently. If sent by post, it will be treated as delivered 48 hours after posting and the sender need only show that the delivery was made, or the envelope properly addressed and posted to prove proper service.

 

1.17. Ownership of IP rights

The Company retain copyright (and any other intellectual property rights) on any software or documentation the Company supplies to the Client. The Client agrees that except where the law specifically permits it, the Client will not seek to translate de-compile or reverse-engineer the software.

 

1.18. Confidentiality

The software and documentation which the Company supply to the Client will contain confidential information owned by the Company, and any trademarks and other intellectual property rights in the software and documentation belong to the Company. Accordingly, the Client agrees to keep the software and documentation confidential. The Client will reproduce the copyright and trademark notices on any copy of the software. The Client will keep an up-to-date written record of the number of copies of the software the Client has made and where they are located (and show the Company such records if the Company request to look at it). The Client will take all action necessary from time to time to protect the confidential information and intellectual property rights in the software.  The Client will inform all people working for the Client of these rights and the Clients duties in this respect.

 

1.19. Force Majeure

The Client will not hold the Company liable for any delay caused by factors beyond the control of the Company. If that delay should go on for longer than 2 months, the Client will have the right to terminate this agreement on terms that the Company will be paid on a fair and reasonable basis for the work which the Company has actually carried out. The Company will give the Client notice within a reasonable time of their becoming aware of any delay.

 

1.20. Employee Protection

Neither the Client nor the Company will employ (either personally or through a company) any member of the staff of the other whilst the Company are developing the software and for twelve months from delivery of the complete system.

 

1.21. Break Clauses

On multi-year contracts break clauses are provided on the anniversary of the contract commencement, no break clauses are available in a contract of less than 12months.

Break clauses provide the company and the client the ability to terminate the contract in circumstances other than those generally described in 1.21, specific break clause terms if applicable will be noted in the CAA.

 

1.22. Termination

The Company may terminate this contract immediately (though the Company must immediately give the Client notice of that) under the following conditions: If the Client goes bankrupt or into liquidation. If receivers or managers are called in. If the Client makes an arrangement with the Clients creditors (or any equivalent in any other jurisdiction), or if the Client commits a serious breach of this agreement which cannot be put right. The Company may terminate this contract by giving the Client one months’ notice if the Client commits a serious breach of this agreement or if the Client keeps on committing minor breaches. If the Client puts the serious breach right within the one month notice period, the Company will suspend termination but only for as long as the Client do not repeat the breach, the Client has the same rights in respect of breaches by the Company. On termination the Client will give the Company back all copies of the software and the documentation and will no longer be entitled to use them. Termination shall leave intact any rights and liabilities which have arisen beforehand.

 

1.23. Bar on Assignment

Neither the Client nor the Company may assign rights and duties under this agreement without the consent of the other party.

 

1.24. VAT etc.

The Company quote prices exclusive of VAT which must be added, as should any future tax or duty that applies to the provision of the Company services.

 

1.25. Severability

If any provision of this agreement is or becomes invalid or illegal, the rest of the agreement shall remain valid and enforceable: the Company will sever off the offending provision.

 

1.26. Waiver

If the Client or the Company chooses to ignore (or overlooks) a breach of this agreement or delays in enforcing their rights, that does not prevent the Client or the Company from enforcing their rights subsequently, either in respect of that breach or any future one.

 

1.27. Dispute Resolution

The Client and the Company shall try to settle any dispute between the Client and the Company by discussing it at board level before invoking any other procedure. If the Client and the Company still cannot settle, the Client and the Company will both give serious consideration to mediation or some other form of alternative dispute resolution, with a view to maintaining a reasonable commercial relationship between the Client and the Company. The Client and the Company both regard recourse to litigation as a last resort.

 

1.28. Choice of Law and Forum

This agreement shall be governed by and construed in accordance with the law of England and the parties submit to the jurisdiction of the High Court in England.