Bespoke Development Terms and Conditions

These terms and conditions are in conjunction with Asckey’s General Terms and Conditions, which can be found here, as if the same were set out in full in this document.

1. DEFINITIONS

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

1.2      “Contract” means the agreement between the Client 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 and in the agreed quote.

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 instalment value noted for that month in the pre-agreed schedule.

3. INTELLECTUAL PROPERTY RIGHTS

3.1       Subject to the Client first paying to the Company all sums payable to the Company hereunder, the Client 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 Client shall receive the source code for any bespoke Client- 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. TERMINATION

5.1       See Clause 9 in the General Terms & Conditions.

5.2       The client, If the Client terminates this Contract, the Client shall be entitled to retain any part-system completed or under development provided to the Client by the Company in performing the Services and to use the same in accordance with Clauses 7 and 8 of the General Terms & Conditions, but provided that the Client shall forthwith pay to the Company all expenses and all other sums due hereunder.

©2025 Asckey Data Services Ltd. All Rights Reserved
(Version 12 – 18/12/2024)