Service Terms & Conditions

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Background and Sideground IP: has the definition given in (clause 8.4).

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with (clause 7).

Conditions: these terms and conditions as amended from time to time in accordance with (clause 12.6).

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases Services from the Supplier.

Deliverables: the deliverables set out in the Order, produced by the Supplier for the Customer.

Goods: any goods (or any part of them) supplied to the Customer in the course of provision of the Services.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights.

Order: the Customer's formal acceptance of the Supplier's Quotation, signalled by the Customer either signing the Supplier's Quotation or issuing a Purchase Order for the same.

Quotation: the quotation in respect of the Services provided in writing by the Supplier to the Customer, typically in the form of a Technical Proposal.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Quotation (as varied in writing by the parties from time to time, each acting reasonably).

Supplier: Hooper Quinn Limited registered in England and Wales with company number 10137291.

Supplier Materials: has the meaning set out in (clause 5.1(f)).

1.2 Interpretation:

• (a) A reference to legislation or a legislative provision:
  • (i) is a reference to it as amended, extended or re-enacted from time to time;
  • (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
• (b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
• (c) A reference to writing or written includes email.

2.1 The Contract shall come into existence upon the Customer's formal acceptance of the Quotation, which shall constitute the Order and the formation of the Contract. The Contract shall expire automatically upon completion of the Services or as otherwise specified in the Quotation.

2.2 These Conditions, together with any Quotation, govern the relationship between the Supplier and the Customer and shall apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing, unless expressly agreed in writing. In the event of a conflict between these Conditions and any other terms provided by the Customer, these Conditions shall take precedence unless otherwise explicitly agreed in writing by the Supplier.

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues, brochures, website, or social media, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

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3.1 The Supplier shall supply the Services to the Customer in accordance with the Quotation in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Quotation if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5 Unless expressly stated in the Quotation, the Supplier does not warrant that any Goods or Deliverables are certified, approved, or compliant for the Customer’s intended end use or market; the Supplier’s Services support design, development, and testing only.

3.6 Unless expressly stated in the Quotation, the Supplier does not act as the Customer’s authorised representative, responsible person, importer, manufacturer of record, or equivalent under any applicable product legislation.

3.7 The specific terms governing the supply of Digital Technology Services and Solutions are detailed in Appendix A: Software Services Terms.

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4.1 Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

• (a) the Services;
• (b) the Supplier's existing charges;
• (c) the timetable of the Services; and
• (d) any of the terms of the Contract.

4.2 If the Supplier wishes to make a change to the Services it shall provide a draft Change Order to the Customer.

4.3 If the Customer wishes to make a change to the Services:

• (a) it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed changes; and
• (b) the Supplier shall, as soon as reasonably practicable after receiving the information at (4.3(a)), provide a draft Change Order to the Customer.

4.4 If the parties:

• (a) agree to a Change Order, they shall sign it and that Change Order shall amend the Contract; or
• (b) are unable to agree a Change Order, the Contract shall continue without change.

4.5 The Supplier reserves the right to charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause (4.3) on a time and materials basis at the Supplier's daily rates, regardless of whether they are agreed.

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5.1 The Customer shall:

• (a) ensure that the terms of the Order and any information it has provided which is included in the Quotation are complete and accurate;
• (b) co-operate with the Supplier in all matters relating to the Services;
• (c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
• (d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• (e) 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;
• (f) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
• (g) ensure that at all times it carries insurances appropriate to the levels of risk in its business and shall provide the Supplier with copies of the Customer’s insurance policies upon request; and
• (h) comply with any additional obligations as set out in the Quotation.
• (i) be solely responsible for the placing on the market, import/export, distribution, labelling, packaging, warnings, user instructions, translations, and ongoing regulatory compliance and safe use of any Goods and Deliverables, including obtaining and maintaining all approvals, registrations, declarations, markings, and certifications required for the intended use and territories.
• (j) not make any statement implying that the Supplier has certified, approved, endorsed, or guarantees the Goods. The Supplier’s name, logo, or any reference implying endorsement shall not appear on product labels, manuals, packaging, marketing materials, or in any technical, certification, or conformity-assessment documentation without the Supplier’s prior written consent.
• (k) indemnify and hold harmless the Supplier, its officers, employees, contractors and subcontractors, against all claims, liabilities, losses, damages, costs and expenses (including reasonable legal and professional fees) arising out of or in connection with: (i) the placing on the market, import/export, distribution, marketing, sale, supply, or use of any Goods or Deliverables; and/or (ii) any allegation that any Goods or Deliverables are unsafe, defective, non-compliant, or otherwise fail to meet applicable legal or regulatory requirements in any territory, except to the extent that such claim arises directly from the Supplier’s fraud or wilful misconduct.

5.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

• (a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
• (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 5.2; and
• (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5.3 The Customer agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Background and Sideground IP provided by the Supplier.

5.4 In addition to the obligations set out in this section, the Customer's obligations concerning the use of software services, including restrictions and compliance requirements, are further detailed in Appendix A: Software Services Terms.

5.5 Non-Circumvention

• (a) the Customer agrees to treat all information provided by the Supplier regarding its third-party suppliers, vendors, or subcontractors (collectively, “Supplier Information”) as confidential. Such information shall not be disclosed, shared, or used by the Customer for any purpose other than the performance of the Services under this Contract;
• (b) the Customer further agrees not to, directly or indirectly, contact, engage, or otherwise communicate with any third-party supplier, vendor, or subcontractor introduced by the Supplier, for the purpose of obtaining goods, services, or deliverables similar to or competitive with those provided by the Supplier, without the prior written consent of the Supplier;
• (c) this obligation shall apply during the term of the Contract and for a period of 24 months after its termination or completion;
• (d) any breach of this obligation shall entitle the Supplier to seek legal remedies, including but not limited to monetary damages, injunctive relief, and any other appropriate remedies.

5.6 Non-Solicitation

Without limitation to any other obligations under this Contract, the Customer’s obligations relating to the non-solicitation of the Supplier’s personnel, contractors, suppliers, and customers are governed exclusively by clause 12.5, which shall apply for the purposes of this Contract.

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6.1 The Supplier warrants that any Goods manufactured, assembled, or customised by the Supplier (excluding prototypes or Goods supplied ‘as is’) will, under normal use and conditions, be free from material defects in materials or workmanship for a period of 60 days from the date of delivery (the “Warranty Period”). During this Warranty Period, the Supplier will, at its sole discretion, repair or replace any Goods found to have material defects caused by the Supplier’s actions, provided that the Customer notifies the Supplier of such defects within the Warranty Period. This warranty does not apply to defects or damages arising from:

• (a) misuse or operation of the Goods in a manner contrary to the Supplier’s guidelines or instructions;
• (b) unauthorised modifications, repairs, or tampering with the Goods by the Customer or a third party;
• (c) failure to store or maintain the Goods in accordance with the Supplier’s recommendations;
• (d) external factors beyond the Supplier’s control, including environmental conditions, power surges, or other force majeure events.

The Customer shall bear all costs associated with repairing or replacing Goods damaged as a result of any of the above circumstances.

6.2 Without prejudice to the warranty given by the Supplier in clause 3.4, Goods provided by the Supplier but manufactured by a third party are covered solely by the manufacturer’s warranty (subject to any conditions applying to that warranty). At the Customer’s request, the Supplier will take all reasonable steps to assist the Customer in enforcing such a warranty. For Goods manufactured, assembled, or customised by the Supplier, the warranty provisions outlined in clause 6.1 shall apply.

6.3 The Customer acknowledges and agrees that where Goods are prototypes, they are supplied “as is” and the Supplier gives no warranty in relation to them, including any warranty as to fitness for purpose. Prototypes are provided solely for development, evaluation, and validation and must not be resold, supplied, or placed on the market unless and until the Customer has completed Certification, meaning the Customer has carried out (or procured) such testing, verification and validation, risk assessment, technical documentation, and regulatory/conformity assessment activities as are necessary to demonstrate that the Goods are safe and compliant for their intended use and the territories in which they are to be supplied. For the avoidance of doubt, the Supplier is not responsible for, and does not provide, any conformity assessment, certification, authorised representative, manufacturer-of-record, or regulatory sign-off services unless expressly agreed in writing in the Quotation.

6.4 The risk in the Goods shall pass to the Customer: (i) upon collection of the Goods by the Customer or their nominated agent from the Supplier’s premises; (ii) upon delivery of the Goods to a third-party carrier arranged by the Supplier or the Customer; or (iii) where the Supplier undertakes delivery, upon physical handover of the Goods to the Customer at the agreed delivery location,whichever occurs first, unless otherwise agreed in writing.

6.5 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for Services associated with those Goods.

6.6 Until title to the Goods has passed to the Customer, the Customer shall:

• (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
• (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
• (d) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
  • (i) the Goods; and
  • (ii) the ongoing financial position of the Customer.

6.7 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.8 Default Shipping and Delivery Terms:

• (a) Unless otherwise agreed in writing, the Supplier will arrange for delivery of Goods to the Customer at the Customer’s expense. The risk of loss or damage to the Goods shall transfer to the Customer upon delivery to the carrier. The Supplier is not responsible for any damage, delay, or loss caused during transit.
• (b) The Supplier will make reasonable efforts to meet any delivery date specified in the Contract, but all delivery dates are estimates only, and the Supplier shall not be liable for any delays in delivery.

6.9 Customer-Owned Materials and Goods on Supplier Premises:

• (a) Where the Customer delivers or causes to be delivered to the Supplier any materials, components, equipment, stock, tools, or other goods for the purposes of the Contract (“Customer-Owned Items”), the Customer shall retain full ownership of such items at all times.
• (b) The Supplier shall not be liable for any loss of or damage to Customer-Owned Items while they are at the Supplier’s premises or under the Supplier’s control, except where such loss or damage results directly from the Supplier’s gross negligence or wilful misconduct.
• (c) The Customer shall be solely responsible for insuring any Customer-Owned Items against theft, loss, or damage while at the Supplier’s premises or otherwise under the Supplier’s control.
• (d) The Supplier shall provide reasonable care and custody of Customer-Owned Items, consistent with standards reasonably expected of suppliers providing similar services.

6.10 Unless otherwise agreed in writing, the Customer shall bear all risk, cost, and responsibility for any items, materials, or goods shipped or delivered by or on behalf of the Customer to the Supplier. The Supplier shall not be liable for any damage, delay, or loss incurred during inbound transit, nor for any failure or delay in receipt caused by third-party carriers.

6.11 On-Site Loss or Damage to Goods

• (a) The Supplier shall not be liable for loss of or damage to any goods or materials (including any partially completed Goods or Deliverables) held on-site or in transit between Supplier premises, except to the extent that such loss or damage is caused by the Supplier’s gross negligence or wilful misconduct.
• (b) This exclusion of liability shall apply regardless of whether title in the affected items has passed to the Customer.
• (c) The Customer is responsible for maintaining insurance coverage on any such items while in transit to, from, or between Supplier premises, and while stored at such locations.

6.12 The Customer shall inspect the Goods immediately upon receipt and notify the Supplier in writing of any damage, shortfall, or non-conformity within five (5) Business Days. If no such notice is received, the Goods shall be deemed accepted in good condition and in conformity with the Contract.

6.13 Unless otherwise agreed in writing, the Supplier shall use reasonable care to package the Goods for standard commercial transit. If the Goods require any specialist packaging, handling, or transport conditions (including, but not limited to, temperature control, shock protection, or moisture sealing), the Customer must notify the Supplier in writing prior to dispatch. The Supplier shall not be liable for any damage or deterioration arising from the Customer’s failure to specify such requirements, or from handling, transit, or storage conditions outside the Supplier’s control after the Goods have left its custody.

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7.1 The Charges for the Services shall be calculated on a time and materials basis:

• (a) the Charges shall be calculated in accordance with the Supplier's daily fee rates, as set out in the Quotation;
• (b) the Supplier's daily fee rates for each individual are calculated on the basis of an eight-and-a-half-hour day from 9.00 am to 5.30 pm worked on Business Days;
• (c) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

7.2 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date.

7.3 The Supplier shall invoice the Customer as specified in the Quotation.

7.4 The Customer shall pay each invoice submitted by the Supplier:

• (a) within 14 days of the date of the invoice; and
• (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
• (c) time for payment shall be of the essence of the Contract.

7.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.8 The Supplier reserves the right to suspend the provision of Services if the Customer fails to pay any invoice by the due date. Such suspension will not relieve the Customer of its payment obligations under the Contract, and all outstanding invoices will continue to accrue interest as per Clause 7.6 until paid in full. The Supplier will provide 7 days’ notice prior to suspension of the Services. The Supplier will not be liable for any damages, losses, or interruptions caused by the suspension of Services due to the Customer’s failure to pay.

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8.1 Subject to clauses (8.4) and (8.5), on payment in full of the Charges, the Supplier assigns to the Customer with full title guarantee and free from all third-party rights all Intellectual Property Rights specifically developed and incorporated into the Deliverables as per the Quotation.

8.2 The Supplier shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

8.3 The Supplier shall, promptly at the Customer's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer all right, title, and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with (clause 8.1).

8.4 Background and Sideground IP:

• (a) Ownership: All Intellectual Property Rights that are pre-existing, developed independently by the Supplier outside the scope of the Contract, or created during the term of the Contract but not directly arising from the performance of the Services (collectively "Background and Sideground IP") shall remain the exclusive property of the Supplier. This includes but is not limited to:
  • (i) Proprietary processes and methodologies;
  • (ii) Machine learning models;
  • (iii) Software libraries and frameworks;
  • (iv) Algorithms and data structures;
  • (v) Tools and utilities developed for internal use;
  • (vi) Testing and maintenance models (e.g., defect/behaviour/QA models);
  • (vii) Test rigs, facilities, and related technologies: Any test rigs, test facilities, testing methodologies, or related technologies developed, constructed, or configured by the Supplier for the purpose of testing products or technologies, whether or not specifically developed for the Customer's project.
  • (viii) Manufacturing processes and assembly line techniques;
  • (ix) Design templates and frameworks;
  • (x) Databases and data schemas;
  • (xi) Technical documentation and training materials;
  • (xii) Any improvements, modifications, or derivatives of the above.
• (b) Retention of Use: The Supplier retains the right to use, develop, and modify its Background and Sideground IP, including but not limited to the test rigs, facilities, and related technologies, for its own purposes and for other customers or projects without any obligation to the Customer. This retention of rights extends to any future improvements, modifications, or derivatives of these assets.

8.5 The Supplier grants the Customer a non-exclusive, non-transferable, royalty-free license to use the Supplier's Background and Sideground IP only to the extent necessary for the Customer to make use of the Deliverables. This license shall not include the right to sub-license, distribute, or commercially exploit such IP. The Supplier reserves the right to revoke any licenses granted under this clause if the Customer fails to meet its payment obligations or otherwise breaches a material term of the Contract.

8.6 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

8.7 Any improvements, modifications, or derivatives of the Supplier's Background and Sideground IP that are developed during the performance of the Contract, whether at the request of the Customer or as a result of the Supplier’s work, shall remain the exclusive property of the Supplier. The Customer shall have no rights or claims to such improvements, modifications, or derivatives, except as expressly licensed under clause 8.5.

8.8 The Supplier warrants that the receipt, use, and onward supply of the Services and the Deliverables (excluding any materials provided by the Customer) by the Customer shall not infringe the rights of any third party.

8.9 The licensing and use of Intellectual Property Rights related to the software services provided under this Contract are further governed by the terms set out in Appendix A: Software Services Terms.

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9.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

9.2 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; and
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.5 Subject to clause (9.3) and (9.4), the Supplier's total liability to the Customer in any period of twelve months shall not exceed an amount equal to the Charges actually paid by the Customer during that period of twelve months, excluding amounts that have been invoiced but remain unpaid.

9.6 Subject to clauses (9.3) and (9.4), the Supplier shall not be liable for any of the following types of loss (whether direct or indirect):

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of agreements or contracts;
• (d) loss of anticipated savings;
• (e) loss of use or corruption of software, data or information;
• (f) loss of or damage to goodwill; and
• (g) indirect or consequential loss.

9.7 The Supplier has given commitments as to compliance of the Services with relevant Quotations in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.8 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.9 The Customer agrees to indemnify and hold harmless the Supplier against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with the Customer's use of the Background IP in a manner not authorised by this Contract.

9.10 The limitations of liability related to the use and provision of software services are outlined in Appendix A: Software Services Terms.

9.11 This clause 9 shall survive termination of the Contract.

9.12 The Customer agrees that any claims arising from the use of Background IP or the Deliverables provided under this Contract will be subject to the same limitations of liability as outlined in this clause.

9.13 The Supplier provides findings, recommendations, and Deliverables based on information available at the time of the study and reasonable efforts to validate that information. The Supplier does not guarantee the accuracy, completeness, or future applicability of the findings. The Supplier shall not be liable for any business decisions, investments, or outcomes based on the Customer’s use of the Deliverables, nor for any consequential or indirect losses arising from reliance on the Services.

9.14 The Deliverables may rely on data, inputs, or services provided by third parties. The Supplier does not guarantee the accuracy, completeness, or reliability of such third-party data or services and shall not be liable for any errors, omissions, or delays caused by third-party information. The Supplier’s responsibility is limited to reasonable efforts to verify and incorporate third-party inputs into the Deliverables.

9.15 The Supplier shall not be liable for any costs incurred by the Customer as a result of rescheduling, remanufacturing, or reordering Goods, or for any internal or third-party business costs, losses, or penalties incurred by the Customer due to any delay, defect, damage, or failure in the Goods, except to the extent such liability arises from the Supplier’s gross negligence or wilful misconduct and has been agreed in writing in advance.

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10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
• (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• (d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

• (a) the Customer fails to pay any amount due under the Contract within seven days of the due date for payment; or
• (b) there is a change of control of the Customer.

10.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

• (a) the Customer fails to pay any amount due under the Contract on the due date for payment;
• (b) the Customer becomes subject to any of the events listed in clause 10.1(c) or clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
• (c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 10.1(b).

10.4 If the Customer terminates the Contract for convenience before the completion of the Services:

• (a) the Customer shall pay the Supplier: (i) all Charges for Services performed up to the date of termination; (ii) all non-cancellable or irrecoverable costs and commitments incurred by the Supplier in connection with the Contract, including third-party costs, materials, equipment, and services; (iii) reasonable costs associated with the stand-down, cancellation, or redeployment of committed personnel and resources; and (iv) a cancellation fee equal to 15% of the remaining Contract value.
• (b) For the purposes of this clause, “remaining Contract value” means the total Charges that would have been payable for the remainder of the Services had the Contract not been terminated.
• The parties agree that the amounts set out above represent a genuine pre-estimate of the Supplier’s loss arising from early termination, including loss of revenue, disruption to resource planning, and loss of opportunity.

10.5 Upon termination of the Contract, the provisions related to the termination of software licenses and the retrieval of Customer data from the Digital Technology Services and Solutions are set out in Appendix A: Software Services Terms.

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11.1 On termination or expiry of the Contract:

• (a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
• (b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11.4 Upon termination of the Contract, the Customer shall continue to comply with the confidentiality obligations and the provisions relating to Intellectual Property Rights, as outlined in Clauses 8 and 12. These provisions shall remain in full force for 5 years after termination.

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12.1 Force majeure: Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events including but not limited to natural disasters, cyber-attacks, pandemics, governmental actions, civil unrest, and other circumstances beyond the reasonable control of the affected party that prevent either party from fulfilling its obligations under the Contract.

12.2 Assignment and other dealings: Neither party may assign, transfer, mortgage, charge, declare a trust over, or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, the Supplier shall be entitled to subcontract or delegate the performance of any of its obligations under the Contract.

12.3 Non-Exclusivity:

• (a) The Customer acknowledges that the Supplier provides services and goods to multiple customers and nothing in this Contract shall restrict the Supplier’s right to provide similar services or goods to other customers or to enter into similar agreements with third parties.
• (b) The Contract does not grant the Customer any exclusive rights in respect of the Services, Goods, or Intellectual Property Rights of the Supplier.

12.4 Confidentiality:

• (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 12.4(b).
• (b) Each party may disclose the other party's confidential information:
  • (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.4; and
  • (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• (c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

12.5 Non-solicitation: In order to protect the legitimate business interests of the other party, each party covenants with the other that it shall not (except with the prior written consent of the other):

• (a) during the term of the Contract and for twelve months after its end:
  • (i) attempt to solicit or entice away; or
  • (ii) solicit or entice away,
  • from the employment or service of the other party the services of any person who has been engaged in the provision of the Services, other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff; or
• (b) during the term of the Contract and for twelve months after its end solicit or entice away (or attempt to solicit or entice away) from the other party the business or custom of any firm, company or person who is or has been at any time during the immediately preceding 12 months a customer or prospective customer of, or in the habit of dealing with, the other party.

The parties agree that the non-solicitation period in Clause 12.5 shall be extended to 24 months in cases where the Customer has actively solicited or recruited Supplier personnel or customers during the last six months of the Contract term.

12.6 Entire agreement:

• (a) The Contract, together with Appendix A: Software Services Terms, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• (b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
• (c) Nothing in this clause shall limit or exclude any liability for fraud.

12.7 Variation: Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.8 Waiver: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.9 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.10 Notices:

• (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the email address habitually used by the recipient in connection with the Contract.
• (b) Any notice or communication shall be deemed to have been received:
  • (i) if delivered by hand, at the time the notice is left at the proper address;
  • (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  • (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.10(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• (c) This clause 12.10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.11 Third party rights: Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.12 Governing law: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales. Before initiating legal proceedings, the parties agree to attempt to resolve any disputes in good faith through mediation. If mediation fails, the courts of England and Wales shall have jurisdiction.

12.13 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation provided that either party may enforce any judgment of the courts of England and Wales in the courts of any jurisdiction.

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1.1 License Grant: The Supplier grants the Customer a non-exclusive, non-transferable, limited license to use the Services and any related software solely for the Customer’s internal business purposes and only in compliance with the payment terms of the Contract. The license is granted for the duration of the Contract, subject to early termination if payment obligations are not met. The Supplier may revoke the license upon non-payment or breach of any material terms.

1.2 Restrictions:

• (a) The Customer shall not:
  • (i) Copy, modify, reproduce, adapt, or create derivative works based on the software;
  • (ii) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the software;
  • (iii) Sublicense, sell, rent, lease, or distribute the software to any third party;
  • (iv) Use the software to provide services to third parties without the Supplier’s prior written consent;
  • (v) Exceed the number of authorised users, devices, or locations without written agreement from the Supplier;
  • (vi) Use the software for any purpose beyond what’s contractually permitted or to build competitive products.

1.3 Audit of Usage: The Supplier reserves the right to audit the Customer's use of the software at any time to ensure compliance with the license terms. Any non-compliance found shall result in immediate suspension of services until resolved.

1.4 Termination of License: The license granted under this clause shall terminate upon the expiration or termination of the Contract. Upon termination, the Customer shall cease all use of the Services and return or destroy all copies of any related software in its possession.

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2.1 Compliance: The Customer agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software provided by the Supplier.

2.2 Audit Rights: The Supplier reserves the right, at its own expense and upon reasonable notice, to audit the Customer’s compliance with the terms of this Appendix. Audits may also be conducted without notice in cases of suspected non-compliance. The Customer shall bear the cost of any audit where non-compliance is found.

2.3 Consequences of Non-Compliance: If the audit reveals any material non-compliance with the terms of this Appendix, the Customer shall promptly take all necessary steps to rectify such non-compliance. The Customer shall bear the cost of the audit if non-compliance is found. Penalties for non-compliance may include additional service fees.

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3.1 Uptime Commitment: The Supplier guarantees that the Services will meet the uptime commitment set out in the SLA Schedule, excluding scheduled maintenance, emergency maintenance, force majeure, third-party failures, or any breaches of the Customer’s obligations.

3.2 Scheduled Maintenance: Scheduled maintenance will be conducted as outlined in the SLA Schedule. The Supplier will provide reasonable notice to the Customer prior to any scheduled maintenance.

3.3 Emergency Maintenance: The Supplier will notify the Customer as soon as reasonably practicable in the event of emergency maintenance and will take commercially reasonable steps to minimise disruption.

3.4 Support Services: Support services will be provided as outlined in the SLA Schedule, which includes available support channels and service hours. Specific response times will be detailed in the SLA Schedule.

3.5 Response Times: The Supplier will use commercially reasonable efforts to respond to support requests. The detailed response times for different levels of issues will be provided in the SLA Schedule.

3.6 Service Continuity and Limitation of Liability: In the event of any service interruption, downtime, or failure to meet the uptime commitment, the Supplier will use commercially reasonable efforts to restore the Services as quickly as possible. The Supplier’s sole obligation is to remedy any performance issues within a reasonable time, and the Supplier will not be liable for any damages or compensation, including service credits, for any service disruption.

3.7 Real-time Data Processing SLA: The Supplier will ensure that real-time data processing services meet the latency standards specified in the SLA Schedule. The Supplier will take immediate corrective action to restore performance in the event that the latency threshold is exceeded.

3.8 DevOps and CI/CD SLA: The Supplier will maintain continuous integration and continuous deployment pipelines in accordance with the specifications set out in the SLA Schedule. In the event of deployment failure, rollback procedures will be implemented as outlined in the SLA Schedule.

3.9 Industrial Control Systems SLA: The Supplier guarantees the uptime and redundancy measures for Industrial Control Systems as defined in the SLA Schedule. The Supplier’s sole obligation is to restore the Services in case of downtime, and no service credits, damages, or compensation will be provided for interruptions.

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4.1 Updates and Upgrades: The Supplier may from time to time update or upgrade the software to improve performance, security, or functionality. The Supplier will use commercially reasonable efforts to notify the Customer in advance of any significant updates or upgrades that may impact the use of the Services.

4.2 Mandatory Updates: The Customer acknowledges that certain updates or upgrades may be mandatory to maintain the security and functionality of the Services. The Supplier will endeavour to schedule such updates during off-peak hours and minimise any disruption to the Customer's use of the Services.

4.3 Customisation Compatibility: If the Customer has requested customisations, the Supplier will notify the Customer if any updates or upgrades are likely to affect the compatibility of such customisations. The Supplier will work with the Customer to address any issues arising from updates or upgrades. The Supplier will not be liable for any compatibility issues that arise due to updates or upgrades unless the Customer agrees to pay for additional work required to resolve such issues.

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5.1 Use of Third-Party Software: The Services may include or rely on third-party software components. The use of such third-party software is subject to the terms and conditions imposed by the respective third-party licensors.

5.2 Supplier's Responsibility: The Supplier shall ensure that all third-party software components used in the Services are properly licensed and, subject to clauses 10, will indemnify the Customer against any claims arising from the Supplier's failure to comply with such licensing requirements.

5.3 No Warranty for Third-Party Software: The Supplier does not warrant the performance or functionality of any third-party software components. Issues arising from third-party software will be addressed on a "reasonable efforts" basis under the third-party licensor's support terms.

5.4 Updates to Third-Party Software: The Supplier will notify the Customer of any updates to third-party software components that may impact the Services and will work to ensure compatibility.

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6.1 Customer Data: The Customer retains ownership of all data uploaded to the Services. The Supplier shall have a limited right to use the Customer’s data only as necessary to provide the Services, ensure compliance with the Contract, and improve service delivery.

6.2 Data Protection: The Supplier shall implement and maintain appropriate technical and organisational measures to protect the Customer’s data against unauthorised access, disclosure, or loss, in compliance with applicable data protection laws. In the event of a data breach, the Supplier shall notify the Customer within 72 hours of discovery, take appropriate steps to mitigate further damage, and assist the Customer in fulfilling any legal obligations to notify data subjects or regulatory authorities.

6.3 Data Sovereignty: The Customer's data will be stored and processed in data centres located within the UK. The Supplier shall ensure that all data storage and processing comply applicable data protection and privacy laws, including but not limited to GDPR, CCPA, and any other applicable regulations.

6.4 Data Retrieval Fees: Upon termination or expiration of the Services, the Supplier shall provide the Customer with a reasonable opportunity to retrieve their data within 14 days of termination. Data retrieval will be subject to a data retrieval fee based on the time and resources required for extraction and formatting. Data will be deleted 30 days after termination unless otherwise required by law.

6.5 Data Format: The Supplier will provide the Customer’s data in a standard format unless otherwise agreed in writing. The Supplier is not responsible for ensuring compatibility with any third-party systems.

6.6 Data Deletion: After the data retrieval period, the Supplier shall permanently delete all Customer data from its systems, except where retention is required by law or necessary for the Supplier to enforce its rights under the Contract. The Supplier is not liable for any data loss occurring after the retrieval period.

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7.1 AI and Machine Learning Models: The Customer acknowledges that any machine learning models, algorithms, and AI systems developed by the Supplier during the term of this Contract are considered Background IP and shall remain the exclusive property of the Supplier. The Customer shall have a non-exclusive, non-transferable, limited license to use these models solely for internal business purposes as specified in the Contract.

7.2 Training Data: The Customer retains ownership of any data provided to the Supplier for the purpose of training machine learning models. The Supplier shall not use this data for any other purpose without the Customer’s written consent, except as necessary to improve the performance of the models for the Customer's use.

7.3 Derived Models: Any machine learning models or AI systems derived from the Customer’s data will be subject to the same licensing terms as the original models. The Supplier retains the right to use generalised learnings and improvements derived from the Customer’s data in future models and systems, provided that such use does not involve the disclosure of the Customer’s confidential data. The Supplier reserves the right to aggregate and anonymise data for improving the models without seeking further consent.

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8.1 Hardware-Software Compatibility: The Supplier shall ensure that all software developed under this Contract is compatible with the hardware specified by the Customer. The Supplier will not be liable for incompatibility issues arising from hardware modifications or updates made after the software delivery.

8.2 Warranties for Integrated Electronics Solutions: For Integrated Electronics Solutions, the Supplier warrants that the hardware provided will be free from defects in materials and workmanship for a period of 12 months from the date of delivery. The Supplier will, at its discretion, repair or replace any defective hardware within this period.

8.3 Handling of Defects: In the event of a defect in the hardware or software integration, the Supplier will work promptly to identify the issue and implement a solution. The Supplier will not be liable for defects caused by third-party hardware or software not provided by the Supplier. Any additional costs for resolving third-party hardware/software issues shall be borne by the Customer.

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9.1 Ongoing Support and Maintenance: The Supplier shall provide ongoing support and maintenance services for all software developed under this Contract, as outlined in the SLA. This includes bug fixes, updates, and technical support during the term of the maintenance agreement. Any services outside the scope of the standard SLA will be charged at the Supplier’s current rates.

9.2 Updates and Patches: The Supplier will provide regular updates and security patches to maintain the software’s performance and security. The Customer agrees to install these updates in a timely manner to ensure the continued functionality of the software.

9.3 New Feature Development: Any new feature development requested by the Customer after the initial deployment will be subject to a separate agreement, including additional charges and timelines. The Supplier will provide a detailed quotation for such services upon request.

9.4 App Store Submission (For Mobile Applications): If applicable, the Supplier will assist in the submission of mobile applications to app stores (e.g., Apple App Store, Google Play Store). The Customer will be responsible for providing necessary account access, and the Supplier will ensure the app meets all submission guidelines. The Supplier is not liable for delays or rejections by the app stores.

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10.1 Liability Cap: The total liability of the Supplier for any and all claims arising out of or related to the Contract shall not exceed the total fees paid by the Customer under the Contract in the preceding 6 months.

10.2 Exclusion of Consequential Damages: The Supplier shall not be liable for any consequential, incidental, indirect, special, or punitive damages, including but not limited to loss of profits, business interruption, or loss of data, even if the Supplier has been advised of the possibility of such damages.

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11.1 Customer Indemnification: The Customer agrees to indemnify, defend, and hold harmless the Supplier against all claims, liabilities, losses, and expenses (including reasonable legal fees) arising out of the Customer's use of the Services in violation of the Contract or applicable law.

11.2 Supplier Indemnification: Subject to clause 10, the Supplier will indemnify and hold the Customer harmless against any claims that the Services or software, when used within the scope of the license, infringe the intellectual property rights of a third party. This indemnity is limited to the direct damages only, excluding consequential damages.

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