SERVICES TERMS AND CONDITIONS (“TERMS”)

1. DEFINITIONS

"Agreement" means these Terms and any Statement of Work.
"Assumptions" means the assumptions set out in the Statement of Work.
"Business Days" means any day other than a Saturday, Sunday or public holiday in England and Wales.
"Change" means any change to the scope of Services.
"Change Request" has the meaning given to in Clause 5.2.
"Confidential Information" means the Agreement and all other documents and information related to the provision of the Services and disclosed by either party to the other in relation to the provision of the Services, including all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and any information that is by its nature proprietary or confidential and/or is labelled as such.
"Content" means materials which may include data, information, text, logos, graphics, images, media content, features, products, services, advertisements, promotions, links, pointers, technology, software and databases used in connection with the Customer’s website described in the Schedule.
"Customer" means the customer identified on the Statement of Work.
"Customer IP" means any pre-existing materials, information, data, images and Content and any other intellectual property owned or licensed by the Customer.
"Delay Incident" has the meaning set out in clause 2.4.
"Deliverables" means the deliverables described in a Statement of Work, if any, or otherwise agreed in writing or by email.
"Dependencies" means the dependencies set out in the Statement of Work.
"Fees" means the fees set out in a Statement of Work.
"DotFrames" means DotFrames Ltd registered in England with number 12674495 whose registered office is at LABS Hawley Wharf, 1 Water Lane, London, NW1 8NZ.
"DotFrames IP" means any pre-existing source code, original works, files, digital media, training materials and any other intellectual property owned or licensed by DotFrames.
"Intellectual Property Rights" means any and all copyright, database rights, design rights, domain name rights, patents, trademarks and all other intellectual property rights whether registered or not, and applications for such rights.
"Services" means the services described in a SOW.
"Statement of Work" or "SOW" means a statement of work signed by the Customer setting out the services to be provided and the fees payable for such services.

2. SERVICES

2.1. DotFrames will provide the Services and Deliverables with skill and expertise to a professional standard, and in a timely and efficient manner, using suitably experienced personnel.

2.2. In the event of any conflict between these Terms and a Statement of Work, the terms of the SOW shall prevail. The terms of the Agreement shall take precedence over any terms and conditions attached to, enclosed with or referred to in any Purchase Order of the Customer or elsewhere.

2.3. DotFrames will deliver the Services in accordance with the timetable and subject to the Assumptions and Dependencies set out in the Statement of Work, if any.

2.4. In the event that any delay or non-performance arises in respect of the delivery of the Services or performance of a Dependency or performance of Customer’s obligations set out in this Agreement or if an Assumption and/or Dependency is shown, or is likely to be shown, to be inaccurate, incomplete or misleading ("Delay Incident"), each party shall notify the other as soon as reasonably practicable after it becomes aware of such delay or non-performance. Examples of Delay Incidents  include (but shall not be limited to) any failure by the Customer to:

2.4.1. provide any supporting work, deliverables or assistance;

2.4.2. supply or supply in time correct requested information;

2.4.3. provide or provide in time required systems access and/or permissions;

2.4.4. agree on a decision that has time dependent tasks attached to it;

2.4.5. reasonably co-operate to allow DotFrames to perform its obligations under this Agreement;

2.4.6. comply with its obligations as set out in the Project Plan, relevant SOW or in a Schedule to this Agreement; or

2.4.7. procure that any third party engaged by the Customer to promptly provide any data, information, access etc. reasonably requested by DotFrames in connection with the provision of any element of the Services by DotFrames.

2.5. If any Delay Incident (other than a delay caused directly by DotFrames) is likely to result in DotFrames missing any element of the Sprint Plan or SOW for any Service, the Customer will pay such Additional Costs to DotFrames to accommodate any additional resource which DotFrames reasonably requires in order to increase the capacity of its team to try and restore the relevant element to its Sprint Plan or SOW, provided that such Additional Costs are agreed with the Customer beforehand.

2.6. Any delay in the performance of the Services caused by a Delay Incident or by a delay in agreeing the Additional Costs shall not be a breach of this Agreement.

2.7. The Deliverables shall be accepted in accordance with the procedure set out in the Statement of Work and if no procedure or acceptance tests are specified, shall be deemed accepted on delivery.

3. FEES

3.1. In consideration for providing the Services, Customer will pay DotFrames the Fees. The Fees are exclusive of expenses incurred in the performance of this Agreement by DotFrames. Expenses must be agreed in advance with the Customer and must be supported by receipts or other documentary evidence as appropriate. The Fees and expenses are exclusive of VAT and are payable within 30 days of the date of the invoice.

3.2. Customer shall pay interest on any late payment of Fees and interest shall accrue daily at an annual rate equal to 3% per year over the then current base lending rate of Barclays Bank plc at the date the relevant invoice was issued, or at such higher rate of interest as may be due under any relevant legislation on late payment of debts, commencing on the due date and continuing until fully paid, whether before or after judgment. Customer shall be liable for all reasonable costs of collecting late payments due to DotFrames, including legal fees.

4. CUSTOMER’S OBLIGATION

4.1. Customer shall make available to DotFrames all Customer IP and access to systems, suppliers, staff, contractors and other relevant parties as are reasonably required by DotFrames to perform the Services.

4.2. Customer will ensure that its employees, contractors and other relevant parties who attend workshops, meetings and training sessions with DotFrames have the skills, experience and authority necessary to provide any relevant information and participate fully in such workshops, meetings and training sessions, including, without limitation, making any decisions required.

5. CHANGES

5.1. If Customer wishes to request a Change, it shall contact DotFrames’s support team setting out the proposed Change and the reason for the proposed Change.

5.2. Following receipt of the Change requested by the Customer or in the event that DotFrames wishes to propose any Change to the Project or any of the Services (each a “Change Request”), DotFrames shall provide an estimate of the length of time required to prepare the Change Request and the associated cost if the Change Request shall take more than 1 (one) Man Day to prepare. Where the Change Request shall take less than 1 (one) Man Day to prepare or if the Customer instructs DotFrames to proceed, DotFrames shall prepare:

5.2.1. details of the proposed change and an estimate of the cost range of implementing the Change Request; and

5.2.2. the timetable for implementing the Change Request.

5.3. The Change Request will be assigned a unique number.

5.4. If after having received the information outlined in paragraph 3 the Customer wishes DotFrames to proceed with the Change Request, it shall confirm this to DotFrames in writing within 2 (two) Business Days of receipt of the information and DotFrames will implement the Change Request as soon as reasonably practicable after receipt of such confirmation.

5.5. If the Customer decides not to proceed with a Change Request proposed by DotFrames, DotFrames will proceed with the Project as previously defined and will not be liable for any delay in the Project Plan or SOW or errors caused as a result of any failure to implement the Change Request.

5.6. Customer shall pay DotFrames for the costs of preparing the Change Request, whether or not it is implemented and the costs of implementing the Change Request on a time and material basis, unless otherwise agreed by the parties.

6. INTELLECTUAL PROPERTY

6.1. DotFrames shall retain all Intellectual Property Rights in the DotFrames IP and Customer shall retain all Intellectual Property Rights in the Customer IP.

6.2. Customer hereby grants to DotFrames a limited, non-exclusive, non-transferable, worldwide, royalty free licence, by all means and in any media to use the relevant Customer IP for the duration of and to the extent necessary to allow DotFrames to perform its obligations in accordance with the Agreement.

6.3. Subject to clause 6.4, all Intellectual Property Rights in Deliverables created by DotFrames during the provision of the Services shall subject to payment of the Fees in full, be assigned to the Customer.

6.4. To the extent that any Deliverable contains any DotFrames IP and, subject to payment of the Fees in full, such DotFrames IP shall be licensed on a non-exclusive basis in perpetuity to the Customer on a royalty free license to use internally for its legitimate business needs only.

6.5. Notwithstanding clause 6.3, DotFrames reserves the right to use in any way it thinks fit any programming tools, skill and techniques acquired or used by it in the performance of the Services provided that in doing so it does not disclose any of the Confidential Information of the Customer.

7. CONFIDENTIALITY

7.1. Each party shall hold the other's Confidential Information in confidence for a period of 2 (two) years from the date of disclosure and, unless required by law, shall not during this period make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.

7.2. The obligations in clause 7.1 shall not apply to information that:

7.2.1. is or becomes publicly known other than through any act or omission of the receiving party;

7.2.2. was in the other party's lawful possession before the disclosure and not subject to any obligation of confidence;

7.2.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

7.2.4. is independently developed by the receiving party, as shown by written evidence; or

7.2.5. is required to be disclosed by law, by any court of competent jurisdiction or by any competent regulatory or administrative body.

7.3. Nothing in this Agreement shall limit either party’s liability for death or personal injury caused by its negligence or losses arising as a result of fraud or any other matter which cannot be limited or excluded by law.

8. LIABILITY AND INDEMNITY

8.1. Customer shall indemnify and hold DotFrames harmless from all costs, claims, losses, demands, expenses, and liabilities including legal fees arising out of or in connection with any and all claims brought by any third-party relating to any aspect of the Services, including, but without limitation, any such claims arising out of any claim that any materials, information, data, images or Content supplied by the Customer, infringes any third party Intellectual Property Rights and/or breach of the confidentiality rights of any third party and/or breaches of any provision of any statute, regulation or guidance relating to data protection, data security or privacy.

8.2. Subject to clause 8.3, DotFrames shall not be liable, whether in contract, tort, debt or otherwise, for: (a) any loss of profits, loss or corruption of data, loss of business, loss of anticipated savings, depletion of goodwill (in each case whether direct or indirect) or (b) any indirect or consequential loss of any nature.

8.3. Nothing in this Agreement shall limit either party’s liability for death or personal injury caused by its negligence or losses arising as a result of fraud or any other matter which cannot be limited or excluded by law.

8.4. Subject to clauses 8.2 and 8.3, Customer agrees that its sole and exclusive remedy for all losses, claims, liabilities or damages (either in contract, tort, debt or in any other cause of action) suffered by the Customer arising out of, or in connection with, the Agreement and/or the provision of the Services is the return of that part of the Fees paid to DotFrames in respect of the specific Services in respect of which any such claim arises.

8.5. This Agreement sets out the full extent of DotFrames’s obligations and liabilities in respect of the supply of the Services. All other conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are expressly excluded.

9. TERM AND TERMINATION

9.1. The Agreement shall commence on the date DotFrames starts providing the Services and shall continue until the Services have been provided, unless terminated by either party on 1 month’s written notice.

9.2. The Agreement may be terminated at any time with immediate effect, by the party not in default, if:

9.2.1. the other party goes into liquidation or makes any arrangement or composition with its creditors or is otherwise unable to pay its debts within the meaning of Section 123 Insolvency Act 1986 (as may be amended); or

9.2.2. if the other party commits any material breach of the terms of this Agreement, and such breach (where capable of remedy) is not rectified to the reasonable discretion of the other party, within 30 days of notice of such breach.

9.3. The provisions of this clause 9.3 and clauses 1, 3, 6, 7, 8, 10, 11 and 12 shall survive expiry or termination of this Agreement.

10. DATA PROTECTION

The terms of the Data Processing Addendum shall apply in respect of any personal data processed by DotFrames during the provision of the Services.

11. NON-SOLICITATION

The Customer shall not during the term of the Agreement and for a period of 6 months after the conclusion or termination of the Agreement solicit or induce any DotFrames employee to terminate their employment or employ or contract with, directly or indirectly, any employee of DotFrames with whom the Customer had contact during the term of the Agreement and who was an employee of DotFrames during the 6 month period prior to the solicitation, inducement, employment or contracting complained of.

12. GENERAL

12.1. Any notice given under the Agreement by either party to the other must be in writing and may be delivered personally, by courier, by first-class post or by email and will be deemed to have been received in the case of personal or courier delivery on signature of a delivery receipt, in the case of delivery by post 2 (two) Business Days after the date of posting and in the case of delivery by email at the time of transmission. Notices will be delivered or sent to the addresses or email addresses of the parties stated on the Statement of Work or to any other address or email address notified in writing by either party to the other for the purpose of receiving notices.

12.2. Neither party will be liable to the other party for any delay in or failure to perform its obligations (other than a payment of money for any Services provided) as a result of any cause beyond its reasonable control, including but not limited to any industrial dispute. If such delay or failure continues for at least 30 days, DotFrames can terminate the Agreement at any time by giving the Customer not less than 5 Business Days’ notice.

12.3. Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

12.4. The Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements or understandings, written or oral, between the Parties related to the subject matter of the Agreement. Each party acknowledges it has not relied on any statement, representation, recommendation or advice given by the other (including its staff, agents or contractors) which is not set out specifically in the Agreement.

12.5. The Agreement may only be amended by a document signed by both parties.

12.6. If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, but would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties and the validity and enforceability of the other provisions of the Agreement shall not be affected.

12.7. Customer shall not, without the prior written consent of DotFrames, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.

12.8. The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.9. The rights of each party under the Agreement are cumulative and do not exclude rights provided by law and may only be waived in writing and when signed by an authorised representative and any delay in exercising or non-exercise of any right is not a waiver of that right.

12.10. Neither party shall make or permit any person to make any public announcement concerning the Agreement without the prior written agreement of the other party, such consent not to be unreasonably withheld or delayed.   Customer agrees that DotFrames may include Customer’s name and logo on DotFrames’s website and as part of a general list of customers for use in DotFrames’s corporate, promotional and marketing materials.

12.11. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation are governed by, and construed in accordance with, the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation including those of a non-contractual nature.