Bespoke Development Terms and Conditions

These terms and conditions supplement Asckey’s General Terms and Conditions, which can be found here.

1. DEFINITIONS

1.1      “Customer” as defined in the General Terms and Conditions.

1.2      “Contract” means the agreement between the Customer and the Company consisting of the following documents (or their equivalents), which can be read as a whole: Project Brief, Specifications (Functional and Technical), Instruction to Proceed and these Terms and Conditions.

1.3      “Company” means Asckey Data Services Limited.

1.4      “Fee basis” means the nature and structure of the total fee compensation for the Services – time-based or monthly.

1.5       “Monthly Fee” means the total fee for the Services performed over an agreed time span, agreed in total but invoiced in a series of variable monthly instalment amounts in accordance with a pre-agreed schedule.

1.6       “Services” means the systems analysis, design, development, testing and other services as expressly set out in writing and to be performed under this Contract.

1.7       “Time-based Fee” means the total fee for the Services, accumulating over the duration of the Services and based on the sum of the products of time spent and charge-out rates.

2. INVOICING & PAYMENT

2.1       Payment and acceptance of all terms and conditions detailed to or referred to in this document.

2.2       On a Time-based Fee basis, an invoice will be raised each month in respect of the value of work performed in that month.

2.3       On a Monthly Fee basis, an invoice will be raised each month for the installment value noted for that month in the pre-agreed schedule.

3. INTELLECTUAL PROPERTY RIGHTS

3.1       Subject to the Customer first paying to the Company all sums payable to the Company hereunder, the Customer shall obtain a Run Time Licence for its use of the whole system, including Third Party Components, subject to all the terms and conditions attached to these items. The Customer shall receive the source code for any bespoke Customer- or site-specific programmes.

4. WARRANTIES

4.1       Any warranties given by the Company with respect to the performance of the Services and/or any systems shall not apply to the extent that the defect or error is wholly caused by any Client Content or third-party software used in connection with the systems. The Company shall also not be liable for any breach of the warranties or for any fault or failure caused by a Client Default or the Client’s failure to comply with the Company’s instructions in respect of the Services.

4.2       The Company reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirements. The Company may also amend the Specification if the amendment will not materially affect the nature or quality of the Services. If the Company chooses to amend the Specification then the Company shall to the extent reasonably practicable notify the Client of the applicable changes before it makes such change.

4.3             The Company warrants to the Client that the Services will be provided using reasonable care and skill. In particular, the Supplier adheres to ISO 27001 standards of data protection and integrity.

5. CLIENT OBLIGATIONS

5.1       The Client shall:

a) ensure that the terms of the Contract and any information in the Specification are complete and accurate.

b) co-operate with the Company in all matters relating to the Services.

c) provide the Company with such information, instructions, and materials as the Company may reasonably require in order to supply the Services and ensure that such information provided promptly (or within any applicable timescale) and is complete and accurate in all material respects.

d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

e) comply with all applicable laws, including health and safety laws; and

5.2             If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation:

a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the situation. The Client relieves the Company from the performance of any of its obligations in each case to the extent the Client issue prevents or delays the Company’s performance of any of its obligations.

b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Campany’s failure or delay to perform any of its obligations as set out in this clause 5.2.

5.3             As the Data Controller, the Client remains responsible for checking that any Data Processor it uses is competent to Process the Personal Data in accordance with all of the requirements of the relevant Data Protection Legislation.

6. CONSEQUENCES OF TERMINATION

6.1       If the Customer terminates this Contract, the Customer shall be entitled to retain any part-system completed or under development provided to the Customer by the Company in performing the Services and to use the same in accordance with Clauses 5 and 6 of the General Terms & Conditions, but provided that the Customer shall forthwith pay to the Company all expenses and all other sums due hereunder.

©2024 Asckey Data Services Ltd. All Rights Reserved
(Version 11 – 20/12/2023)