Terms of Business

We are pleased to set out the Terms of Business which will apply to the work we do for clients. If at any time you have any questions in connection with the Terms of Business, or our work, please let us know by contacting hello@pro-sapien.com.

Definitions

The Client ("you") – A company or individual requesting the use of products and services from Pro-Sapien Software Ltd.
The Company ("we") – Pro-Sapien Software Ltd & its employees or partners.

1. The Services We Provide

1.1 We will use reasonable skill and care in delivery of our services. We will be responsible for the management and control of the Services and the quality of any Deliverables listed.

1.2 Unless otherwise stated, you will be responsible for the overall management and control of the Services and for the results to be achieved from using the services.

1.3 Where individual members of our staff are named, we will use reasonable efforts to ensure that the named individual(s) are available to support our work for you for the estimated period stated in the Proposal.

1.4 Where a timetable is referred to or set out in the Proposal, we will use reasonable efforts to carry out our obligations in accordance with the timetable. However, unless both of us specifically agree otherwise in writing, dates contained in the timetable are intended for planning and estimating purposes only and are not contractually binding.

1.5 The Services will be provided at the location(s) set out in the Proposal.

1.6 Either of us may request changes to the Services as set out in the Proposal, or changes to any other aspect of the Proposal or the Contract. Requests for changes must be supported by sufficient detail to enable the other party to assess the impact of the requested change on the cost, timetable or any other aspects of the Contract. Both of us agree to work together to consider, and if appropriate, agree any changes. Until a change is agreed in writing, both of us will continue to act in accordance with the latest agreed version of the Contract.

1.7 Each of us will name a contact who will be responsible for managing all issues relating to the performance of the Contract. The initial contacts are named in the Proposal.

2. Deliverables

2.1 We will prepare the deliverables listed or referred to in the Proposal, if any, and deliver these to you.

2.2 The deliverables will be accepted by you following an agreed and reasonable period of acceptance testing or review (as appropriate) against an agreed test plan or set of acceptance criteria; or when
you make any productive use of the deliverables whichever occurs first. Where no criteria are specified, the deliverables will be accepted on delivery to you.

2.3 Ownership of deliverables - Subject to any pre-existing intellectual property rights (ownership of which will not be affected), you will own the copyright in all deliverables identified as “client materials”.

2.4 We will own the copyright in all other deliverables which are not identified as client materials. You may make copies of these deliverables for your own internal use, but you must not provide these deliverables or copies of them to any third party without first having our written permission.

2.5 Freedom to Use Ideas - we will not be prevented or restricted by this contract from developing and using any ideas, concepts, information or know-how relating to methods or processes of general application including those in the field of information technology and business processes.

3. Your Responsibilities

Our performance is dependent on you carrying out your responsibilities as set out in these Terms of Business and in the Proposal.

3.1 When Services are being delivered at your site, you agree to provide us and our staff with all office and other accommodation and facilities that we may reasonably require to perform the Services. In particular, access to telephone and computer facilities.

3.2 You will be responsible for ensuring that you have appropriate back-up, security and virus-checking procedures in place for any computer facilities you provide. We agree to comply with your reasonable security procedures in the use of such facilities.

3.3 Information and Materials - you agree to provide all information and materials reasonably required to enable us to provide the services. We will not be liable for any loss or damage arising from reliance on any information or material supplied by you, or for any inaccuracy or other defect in any information or materials supplied by you.

3.4 Your Staff - you will ensure that your staff are available to provide assistance as reasonably required to enable us to provide the services. Where specific members of your staff are required, this will be agreed between us and set out in the Proposal or the Statement of Work. You will be responsible for ensuring that your staff have the appropriate skills and experience. In the event that any of your staff fail to perform as required, we may request that additional or alternative staff are made available.

3.5 Suppliers and other Third Parties - where you are using third parties to provide information or support to a project, including, but not limited to, where you are employing other suppliers whose work may affect our ability to provide the services, you will ensure that you have appropriate agreements in place with those third parties. Unless specifically agreed otherwise in writing, you will be responsible for the management of the third parties and the quality of their input and work.

3.6 Payment for Services - you agree to pay for the services as set out in the Proposal and Clause 4 below.

4. Fees and Payment

4.1 How fees will be calculated – fees will be paid on agreed milestones.

4.2 Time and Materials Hours - where time and materials charging applies, charges will be calculated on the basis of a 7 hour day, worked between the hours of 09:30 and 17:30 on weekdays, excluding public holidays. If our staff are required to work away from home for extended periods, you agree to accept flexibility in the way they divide their time between your sites and their home base. Travel time, other than time spent travelling from a local residence to the normal place of work, will be chargeable as part of the above working hours. Unless the Proposal or Statement of Work states otherwise, hours worked in excess of 7 hours a day, or outside weekdays, will be charged on a pro-rata basis.

4.3 Fee Estimates - any estimates given by us of any charge, whether for planning or any other purpose, will be given in good faith, but will not be binding.

4.4 Expenses - all charges are stated exclusive of expenses unless the Statement of Work or Proposal state otherwise. You agree to pay our reasonable travel, subsistence and other expenses incurred in connection with the services, provided the amounts incurred therefore have been agreed with you in advance. Any special expense arrangements will be agreed and set out in the Statement of Work.

4.5 Taxes - charges, including expenses, will be stated exclusive of any taxes. You will be responsible for paying any taxes arising from the Contract for which you are legally liable, such as Value Added Tax at the rate in force at the date the liability arises.

4.6 Payment of Invoices - for time and materials charges, invoices will be issued on a monthly basis. For fixed price and milestone based charges, invoices will be issued in accordance with any payment plan set out in the Proposal or Statement of Work. Unless the Proposal or Statement of Work states otherwise, all charges will be specified in pounds sterling and invoices will require payment in the agreed currency. All undisputed amounts in invoices will be due for payment on receipt by you. In the event of late payment of any undisputed amounts, we reserve the right to suspend the provision of services and to charge interest on amounts overdue for a period in excess of 30 days at an annual rate of 3% above the annual base rate of the Royal Bank of Scotland plc from time to time.

4.7 Fee Changes - we may vary any time and materials fee rates stated in the Proposal or Statement of Work by giving you 30 days written notice of the variation. Our current practice is to review standard fee rates twice a year. If Pro-Sapien desires to amend its fees, it shall provide such advance written notice to Client, who shall thereafter have at least 30 days to determine whether to accept such proposed amended fees or terminate this contract immediately and without penalty. Fee rates quoted in the Proposal or Statement of Work relate to the provision of services at the location or locations stated in the proposal or statement of Work. Any change in location may result in a change in the applicable fee rates.

5. Term and Termination

See Sections 17 and 19 of the Pro-Sapien Support Agreement and Section 3.5 of the Pro-Sapien licence schedule.

6. Confidentiality

Neither of us will disclose to any third party without the prior written consent of the other party any confidential information which is received from the other party for the purposes of providing or receiving Services which if disclosed in writing is marked confidential or if disclosed orally is confirmed in writing as being confidential. Both of us agree that any confidential information received from the other party shall only be used for the purposes of providing or receiving Services under this or any other contract between us. These restrictions will apply for a period of 5 years from disclosure and will not apply to any information which:

6.1 is or becomes generally available to the public other than as a result of a breach of an obligation under this clause; or

6.2 is acquired from a third party who owes no obligation of confidence in respect of the information; or

6.3 is or has been independently developed by the recipient.

6.4 Notwithstanding 6.1, either of us will be entitled to disclose confidential information of the other to a third party to the extent that this is required by law, by any court of competent jurisdiction, or by a governmental or regulatory authority, provided that not less than 2 business days’ notice writing is first given to the other party.

6.5 Without prejudice to 6.1 and 6.2 above, we may cite the performance of the Services to our clients and prospective clients as indication of our experience, unless we both specifically agree otherwise in writing.

If you have any questions, please contact us using hello@pro-sapien.com