CRAFTEDLOGIC.NET Technologist.Consulting

Standard TERMS AND CONDITIONS

BACKGROUND:

        CraftedLogic.net Ltd (also trading as technologist.consulting or nikb.it) is a company registered in the United Kingdom at 91 Giblands Park, Okehampton, Devon, EX20 1QE under number 4056778 (the “Technologist”) provides Information Technologist Consulting Services comprising information technology expertise to business clients. The Technologist has reasonable skill, knowledge, and experience in that field. These Terms and Conditions shall form the basis of contracts for the provision of services by the Technologist to its clients.

1. 1Definitions and Interpretation  

   1. 1.1In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: 

1. 1. 1.2Any reference to “writing”, and any similar expression, includes a reference to any communication sent by email or other such shared electronic communication or data systems. 

   2. 1.3Unless expressly stated otherwise, legislation or a provision thereof is a reference to that legislation or provision as amended or re-enacted from time to time. 

   3. 1.4Unless expressly stated otherwise, legislation or a provision thereof, shall include all subordinate legislation made from time to time under that legislation or provision. 

   4. 1.5A reference to “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time. 

   5. 1.6A reference to “the Contract” is a reference to the contract between the Parties as defined above in sub-Clause 1.1 and further set out below in Clause 2 (Basis of Contract). 

   6. 1.7A reference to a "Party" or the "Parties" refer to the parties to the Contract. 

   7. 1.8A reference to any other agreement or document is a reference to that agreement or document as amended or supplemented at the relevant time. 

   8. 1.9Any obligation on either Party not to do a particular thing includes an obligation to not allow that thing to be done. 

   9. 1.10The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of the Contract. 

   10. 1.11Words communicating the singular number shall include the plural and vice versa. 

   11. 1.12References to any gender shall include any other gender. 

   12. 1.13References to persons shall include natural persons, corporate, or unincorporated bodies (whether or not the same have a separate legal personality). 

   13. 1.14References to a company shall include companies, corporations, or other bodies corporate, however so and wherever incorporated or established. 

2. 2Basis of Contract 

   1. 2.1A Request shall constitute a contractual offer by the Client to procure Services from the Technologist in accordance with and on the basis of these Terms and Conditions. 

   2. 2.2A Request shall be deemed to be accepted by the Technologist upon the Technologist’s issuing its acceptance of that Request in writing.  The Technologist may in its expert knowledge and opinion suggest a Request to the Client that shall be deemed to be accepted by the Client upon the Client’s issuing its acceptance of that Request in writing. 

   3. 2.3Upon the Technologist’s (or the Client’s) issuing of written acceptance under sub-Clause 2.2, a Contract shall come into existence between the Client and the Technologist. The date of the Technologist’s (or the Client’s) written acceptance shall be the Commencement Date of the Contract. 

   4. 2.4Any new Request will be on the basis of these Terms and Conditions but with the original Request Commencement Date under sub-clause 2.3. 

   5. 2.5Any changes to a Request will be treated as a new Request on the basis of these Terms and Conditions but with the original Request Commencement Date under sub-clause 2.3. 

   6. 2.6The Technologist reserves the right to refuse or suggest changes to the Request in accordance with clause 2 and Schedule B. 

   7. 2.7These Terms and Conditions shall form the basis of the Contract. Subject to Clause 18 (Variation) and to sub-Clause 10.8 (Data Processing), any other terms that the Client or the Technologist seeks to impose or incorporate into the Contract, or which are implied by trade custom, practice, or course of dealing shall be excluded from the Contract. 

   8. 2.8No advertising, promotional literature, descriptive matter, drawings, samples, catalogues, brochures, or similar material issued or published by the Technologist in any format or medium shall form part of the Contract or have any contractual force. Such material is provided by the Technologist only for promotional purposes and for providing an approximate description of the services available from the Technologist. 

   9. 2.9The Technologist reserve the right to change the Services or these Terms and Conditions at any time. The Client will be bound by any changes to the Terms and Conditions from the first Request following the changes. 

3. 3Provision of the Services and Technologist’s Obligations 

   1. 3.1With effect from the Commencement Date the Technologist shall, throughout the term of the Contract, provide the Services to the Client. 

   2. 3.2The Technologist shall ensure that the Services and the Deliverables conform at all times with the Specification in all material respects. 

   3. 3.3The Technologist shall provide the Services with the best skill and care, commensurate with prevailing standards and best practices in the information technology sector in the United Kingdom. 

   4. 3.4The Technologist shall ensure that all Deliverables are prepared with the best skill and care. Any and all goods, materials, standards, and techniques employed in the provision of the Services and the Deliverables shall be of high quality in accordance to the Request. 

   5. 3.5To the extent permissible by law, the Technologist disclaims all warranties with respect to the Deliverable including, but not limited to, any implied warranties relating to quality, fitness for any particular purpose, or the ability to achieve a particular result. 

   6. 3.6The Technologist shall use reasonable endeavours to ensure Objective  Deliverables are functional in short time frame iterations as described in the Request.  A Project expected completion progress can only be forecast based on how dependent Objectives reach Activation.  Any such expected completion dates shall be estimates only, however, and time shall not be of the essence in the provision of the Services. 

   7. 3.7The Technologist shall ensure that any and all of its personnel involved in the provision of the Services are suitably skilled, qualified, and experienced to perform the part(s) of the Services to which they are assigned. 

   8. 3.8The Technologist shall provide the Technologist Systems, which shall include all equipment required for the provision of the Services (excluding live systems required for Activation for business use by the Client on Client Systems). 

   9. 3.9In the event that any licences or consents are required to enable the Technologist to provide the Services and/or to install and use any required Technologist Systems (excluding any required for live systems required for Activation for business use by the Client on Client Systems) the Technologist shall obtain the same when or before provision of the Services begins and shall maintain the same to the extent required for the provision of the Services and use of the Technologist Systems throughout the term of the Contract. 

   10. 3.10The Technologist shall use any Client Materials provided by the Client from time to time only to the extent reasonably necessary for and only for the purposes of the provision of the Services. The Technologist shall hold any and all Client Materials in safe custody, at its own risk, and shall maintain the same in good condition. The Technologist shall return or dispose of Client Materials in its possession at the Client’s option and on the Client’s written instruction. 

   11. 3.11The Technologist shall use any Client Systems provided (or made available) by the Client from time to time only to the extent reasonably necessary for and only for the purposes of the provision of the Service. The Technologist shall use all such Client Systems with care and in accordance with best practice at all times. The Service provider shall return Client Systems in its possession on the Client’s written instruction. 

   12. 3.12In the event that the Client provides access to the Client’s premises and any other facilities that is or are agreed upon by the Parties or as otherwise reasonably required from time to time by the Technologist to enable the Technologist to provide the Services, the Technologist shall use the same only to the extent reasonably necessary for and only for the purposes of the provision of the Services and only in accordance with any written authorisation and instructions and (as further stated in sub-Clause 8.1.(c)) all applicable health and safety rules and regulations and security requirements in place at the Client’s premises and such other facilities. 

4. 4Client’s Obligations 

   1. 4.1The Client shall ensure: 

      1. 4.1.1that all information that it provides in the Request and the Specification shall be complete and accurate. 

      2. 4.1.2that any changes to the Request by the Technologist in accordance with clause 3.6 are accepted, complete and accurate. 

   2. 4.2The Client shall provide: 

      1. 4.2.1all co-operation that is reasonably required by the Technologist to enable the Technologist to provide the Services; 

      2. 4.2.2any and all Client Materials that are agreed upon by the Parties or as otherwise reasonably required from time to time by the Technologist together with any necessary written authorisation and instructions relating to the Client Materials, to enable the Technologist to provide the Services; 

      3. 4.2.3(or make available) any and all Client Systems (or access thereto) that is agreed upon by the Parties or as otherwise reasonably required from time to time by the Technologist together with any necessary written authorisation and instructions relating to the Client Systems, to enable the Technologist to provide the Services; 

      4. 4.2.4where required, access to and availability of and use of the Client’s premises and any other facilities, remotely or on premise, that is or are agreed upon by the Parties or as otherwise reasonably requested from time to time by the Technologist to enable the Technologist to provide the Services and shall inform the Technologist of any applicable health and safety rules and regulations and security requirements. 

   3. 4.3In the event that the Technologist requires the decision, approval, acceptance, consent, authorisation, or any other communication from the Client in order to continue with the provision of the Services (or any part thereof) at any time, the Client shall provide the same in a reasonable and timely manner. 

   4. 4.4In the event that any licences or consents are required to enable the Technologist to provide the Services and/or to install and use any required Technologist Systems, the Client shall obtain the same before the date on which the provision of the Services is due to begin (in accordance with sub-Clause 3.1), and shall maintain the same to the extent required for the provision of the Services and use of the Technologist Systems throughout the term of the Contract.   

   5. 4.5The Client accepts that the Technologist install third party software and systems for the provision of the services on Client Systems.  In the event that in the provision of the services, the technologist uses third party software, systems, licenses or consents installed on Client Systems the Client accepts ownership of said software, systems, licenses or consents and will ensure all such software, systems or consent is removed or appropriately licensed with between the Client and the third parties on termination of the contract. 

   6. 4.6Any failure or delay in the provision of the Services by the Technologist which results from the Client’s failure or delay in complying with any of its obligations under the Contract or any other act or omission of the Client shall not be the responsibility or fault of the Technologist. 

5. 5Fees, Payment, and Records 

   1. 5.1The Fees shall be calculated on a time and materials basis as follows: 

      1. 5.1.1the Fees shall be calculated in accordance with the Technologist’s per hour rate fee, referred to as Units, where 1 Unit is equivalent to 1 decimal hour, as set out in writing at the Commencement Date of the Contract; and; 

      2. 5.1.2the Technologist shall have the right to increase the hourly rate (Unit) in line with inflation based on the current Consumer Prices Index for Housing (CPIH) as published by the UK Office for National Statistics (ONS) at https://www.ons.gov.uk/ without prior notice or otherwise in writing with 28 calender days prior notice; 

      3. 5.1.3the Technologist shall have the right to charge an overtime rate of 150% of its hourly rate (Unit) on a pro-rata basis for any overtime worked by personnel that it engages in the provision of the Services outside of Business Hours; and 

      4. 5.1.4the Technologist shall have the right to charge the Client for any reasonable expenses incurred by the personnel that it engages in the provision of the Services including, but not limited to, travel expenses, accommodation expenses, subsistence, and any other associated expenses, and for the cost of any services procured from third parties by the Technologist necessary for the performance of the Services, and for the cost of any materials required. 

   2. 5.2The Technologist shall invoice the Client upon the completion of the Services or at periodic intervals as decided by the Technologist regardless of the completion status of the Request (or Project). 

   3. 5.3All payments required to be made pursuant to the Contract in consideration of the Services shall be made within 10 Business Days of receipt of the relevant invoice by the Client. 

   4. 5.4All payments required to be made pursuant to the Contract in consideration of the Services shall be made in British pound sterling in cleared funds to such bank as the Technologist may nominate in writing. 

   5. 5.5Where any payment is required to be made on a day that is not a Business Day, it may be made on the next following Business Day. 

   6. 5.6All sums payable by the Client under the Contract shall be exclusive of VAT. In the event that any taxable supply for VAT purposes is made under the Contract by the Technologist to the Client, the Client shall, upon receipt of a valid VAT invoice from the Technologist, pay to the Technologist such additional sums in respect of VAT as are chargeable on the supply of the Services at the same time that payment is due for the provision of the Services. 

   7. 5.7If the Client receives an invoice and reasonably believes that it is incorrect, it may dispute that invoice in good faith as follows: 

      1. 5.7.1the Client shall notify the Technologist in writing as soon as reasonably possible and practicable; 

      2. 5.7.2the Client shall not be deemed to be in breach of the Contract for failure to pay the disputed sums while such a dispute is ongoing; 

      3. 5.7.3the Client shall pay any sum which is not in dispute by the due date for payment; 

      4. 5.7.4following the resolution of the dispute, the Client shall pay the sum agreed between the Parties including any interest charged on that sum by the Technologist, as calculated in accordance with sub-Clause [5.9] OR [5.8] (from the original due date for payment); 

      5. 5.7.5in the event that the Technologist is required to refund any sums to the Client, interest shall be added to such sums, as calculated in accordance with sub-Clause [5.9] OR [5.8]; and 

      6. 5.7.6following the resolution of the dispute, in the event that either Party is required to make a balancing payment, that Party shall make such payment within 10 Business Days and, in the event that the Technologist is required to issue a credit note, it shall issue the same within 10 Business Days. 

   8. 5.8All sums due under the Contract shall be paid in full without any set-off, withholding, deduction, or counterclaim except any withholding or deduction (if any) of tax that is required by law. 

   9. 5.9The Technologist shall: 

   10. 5.10Without prejudice to sub-Clause 14.2(a) (termination for late payment), any sums which remain unpaid by the due date for payment under the Contract shall incur interest on a daily basis at a rate of annum above the base rate of the Bank of England from time to time, or at annum for any period during which that base rate is below 0%, from the due date for payment until payment is made in full of any such outstanding sums, whether before or after judgment. 

       1. 5.10.1keep or procure that are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to the Contract to be accurately calculated; and; 

       2. 5.10.2at the reasonable request of the Client, allow the Client or its agent to inspect exported copies of those records and books of account specific to the Client. 

6. 6Intellectual Property Rights 

   1. 6.1This Cause 6 shall apply where no other ownership of Intellectual Property Rights agreement or license granted or agreed in writing between the Parties whereupon the following shall apply to the ownership of Intellectual Property Rights subsisting in the Deliverables: 

      1. 6.1.1the Technologist (and, where applicable, its licensors) shall retain ownership of Intellectual Property Rights subsisting in the Deliverables, except to the extent that any Client Materials are integrated into the Deliverables; and 

      2. 6.1.2upon Activation, the Technologist shall grant to the Client a non-exclusive, fully paid-up, royalty-free, non-sub-licensable, perpetual licence to use, copy, and modify the Deliverables; 

   2. 6.2the Client warrants that any agreements with third parties for use of the Client Systems or the Client Materials will not infringe Intellectual Property Rights in the course of the Technologist providing the Services and shall indemnify the Technologist against any such IP claims, costs, expenses, losses, or damages (including, but not limited to, reasonable legal costs) suffered or incurred by the Technologist or the Client arising out of or in connection with the Client Systems or the Client Materials. 

7. 7Confidentiality 

   1. 7.1Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party (such authorisation not to be unreasonably withheld), it shall, at all times during the term of the Contract and for 1 year after its termination or expiry: 

      1. 1. 7.1.1.akeep confidential all Confidential Information; 

         2. 7.1.1.bnot disclose any Confidential Information to any other party; 

         3. 7.1.1.cnot use any Confidential Information for any purpose other than as contemplated by the Contract; and 

         4. 7.1.1.densure that (as applicable) none of its employees, directors, officers, agents, or sub-contractors does any act which, if done by that Party, would be a breach of the provisions of this Clause 7. 

   2. 7.2Subject to sub-Clause 7.3, either Party may disclose any Confidential Information to: 

      1. 7.2.1any sub-contractors, substitutes, or suppliers; 

      2. 7.2.2any governmental or other authority or regulatory body;  

      3. 7.2.3any employee or officer of that Party or of any of the aforementioned persons, parties, or bodies. 

   3. 7.3Disclosure under sub-Clause 7.2 may be made only to the extent that it is necessary for the purposes contemplated by the Contract, or as required by law. In each case, the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 7.2(b) or is an authorised employee or officer of such a body, the Party disclosing the Confidential Information under sub-Clause 7.2 must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made. 

      1. 7.3.1Either Party may use any Confidential for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party. 

      2. 7.3.2When using or disclosing Confidential Information under sub-Clause 7.4, the Party using or disclosing that Confidential Information must ensure that it does not use or disclose any part of that Confidential Information which is not public knowledge. 

      3. 7.3.3The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of the Contract for any reason. 

8. 8Law 

   1. 1. 8.1.1The Technologist shall, at all times, and at its own expense when performing its obligations under the Contract: 

         1. 8.1.1.acomply with the Applicable Laws; 

         2. 8.1.1.bcomply with all applicable health and safety rules and regulations and security requirements in place at the Client’s premises and any other facilities to which the Technologist has access that is or are agreed upon by the Parties or as otherwise reasonably required from time to time by the Technologist. 

      2. 8.1.2Each Party shall inform the other Party as soon as reasonably possible and practicable when it becomes aware of any changes to the Applicable Laws. 

9. 9Data Protection 

10. 10The Technologist shall only use the Client’s personal data as set out in the Technologist’s Privacy Policy, available from https://craftedlogic.net. 

11. 11Data Processing 

    1. 11.1In this Clause 10, the terms “personal data”, “processing”, “data subject”, “controller”, “processor”, and “personal data breach” shall have the meanings defined in Article 4 of the UK GDPR, and the terms “Data Processor” and “Data Controller” shall have the same meanings as “processor” and “controller” respectively. The term “domestic law” means the law of the United Kingdom or a part thereof. 

    2. 11.2The Parties shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 10 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations. 

    3. 11.3For the purposes of the Data Protection Legislation and for this Clause 10, the Client shall be the “Data Controller”, and the Technologist shall be the “Data Processor”. 

    4. 11.4The scope, nature, and purpose of the processing; the duration of the processing; the type(s) of personal data; and the category or categories of data subject shall be set out in the Request or or the Specification. 

    5. 11.5The Data Controller shall (without prejudice to the generality of sub-Clause 10.2) ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to and/or the lawful collection of personal data by the Data Processor for the purposes described in the Request or the Specification for the duration of the Contract. 

    6. 11.6The Data Processor shall (without prejudice to the generality of sub-Clause 10.2), with respect to any personal data processed by it in relation to its performance of any of its obligations under the Contract: 

       1. 11.6.1process the personal data only on the written documented instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by domestic law. The Data Processor shall promptly notify the Data Controller before carrying out such processing unless it is prohibited from doing so by that law; 

       2. 11.6.2ensure that it has in place appropriate technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage, or destruction. Such measures shall be appropriate and proportionate to the potential harm resulting from such events and to the nature, scope, and context of the personal data and processing involved, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be set out in the Request or the Specification 

       3. 11.6.3ensure that any and all persons with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; 

       4. 11.6.4not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied: 

          1. 11.6.4.athe Data Controller and/or the Data Processor has/have provided appropriate safeguards for the transfer of personal data; 

          2. 11.6.4.baffected data subjects have enforceable rights and effective legal remedies; 

          3. 11.6.4.cthe Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and 

          4. 11.6.4.dthe Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data; 

          5. 11.6.4.eassist the Data Controller, at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to impact assessments, security, breach notifications, and consultations with supervisory authorities or other applicable regulatory authorities (including, but not limited to, the Information Commissioner’s Office); 

          6. 11.6.4.fnotify the Data Controller without undue delay of any personal data breach of which it becomes aware; 

          7. 11.6.4.gon the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination or expiry of the Contract unless it is required to retain any of the personal data by domestic law; and 

          8. 11.6.4.hmaintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 10 and to allow for audits, including inspections, by the Data Controller and/or any party designated by the Data Controller. The Data Processor shall inform the Data Controller immediately if, in its opinion, any instruction infringes the Data Protection Legislation; 

       5. 11.6.5Parties to this Contract may, by mutual agreement in writing, alter this Clause 10, replacing it with any applicable data processing clauses or similar terms adopted by the Information Commissioner or that form part of an applicable certification scheme. Such terms shall apply and replace this Clause 10 by attachment to the Specification. 

12. 12Insurance 

13. 13The Technologist shall, for the term of the Contract: 

    1. 1. 13.1.1take out and maintain professional indemnity and public liability insurance with a reputable insurance company to cover the liabilities that may arise under or in relation to the Contract; and 

       2. 13.1.2on the Client’s request, supply the Client with copies of current certificates of insurance and the receipt(s) for the then-current  premium for each type of insurance. 

14. 14Liability 

    1. 14.1As set out in Clause 11 (Insurance), the Technologist shall obtain insurance cover with respect to its own liability for individual claims that do not exceed £50,000 per claim. The limits to, and exclusions of, liability in this Clause 12 shall reflect the insurance cover that the Technologist has been able to obtain. The Client shall be responsible for making its own arrangements for the insurance of any excess loss. 

    2. 14.2References in this Clause 12 to “liability” shall include every liability arising under or in relation to the Contract including, but not limited to, liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise. 

    3. 14.3Nothing in the Contract shall limit or exclude either Party’s liability under or in relation to the Contract for any form of liability which cannot be limited or excluded by law including, but not limited to: 

       1. 14.3.1death or personal injury caused by negligence; 

       2. 14.3.2fraud or fraudulent misrepresentation; 

       3. 14.3.3for the wilful misconduct of either that Party or that of its employees or agents; or 

       4. 14.3.4any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (relating to title and quiet possession). 

    4. 14.4Neither Party shall have the right to benefit from any of the limitations or exclusions of liability set out in this Clause 12 in respect of any liability under or in relation to the Contract which arises out of the deliberate default of either that Party or of that Party’s employees or agents. 

    5. 14.5Nothing in this Clause 12 shall limit or exclude either Party’s payment obligations under the Contract. 

    6. 14.6Subject to sub-Clause 12.3 (liabilities which cannot be limited or excluded by law)  and sub-Clause 12.4 (no limitations or exclusions of liability in respect of deliberate default), the total liability of the Technologist to the Client under or in relation to the Contract for any and all related or unrelated acts or omissions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £50000. 

    7. 14.7Subject to sub-Clause 12.3 (liabilities which cannot be limited or excluded by law), sub-Clause 12.4 (no limitations or exclusions of liability in respect of deliberate default), sub-Clause 12.5 (no limitations or exclusions of either Party’s payment obligations), the following categories of loss shall be wholly excluded by the Parties and neither Party shall be liable under or in relation to the Contract for any such losses suffered by the other, whether directly or indirectly, or whether immediate or consequential: 

       1. 14.7.1loss of profits; 

       2. 14.7.2loss of sales or business; 

       3. 14.7.3loss of business opportunity; 

       4. 14.7.4loss of agreements or contracts; 

       5. 14.7.5loss of anticipated savings; 

       6. 14.7.6loss or corruption of data or information; 

       7. 14.7.7loss or corruption of software; 

       8. 14.7.8loss of, or damage to, goodwill; or  

       9. 14.7.9indirect or consequential loss. 

    8. 14.8Subject to the above provisions of this Clause 12, the Client’s rights under the Contract shall be in addition to, and not exclusive of, any common law rights or remedies. 

15. 15Force Majeure 

    1. 15.1For the purposes of the Contract, “Force Majeure Event” means, in relation to either Party, any circumstances beyond that Party’s reasonable control including, but not limited to, any strike, lockout, or other form of industrial action; shortage of components or raw materials; lack of, interruption to, or failure of any utility service, or lack of available facilities; non-performance by suppliers or sub-contractors; collapse of buildings, fire, explosion, accident, acts of God, storm, flood, drought, earthquake, epidemic, pandemic, or other natural disaster; terrorist attack, civil commotion or riots, war, civil war, threat of preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relations; nuclear, chemical, or biological contamination, or sonic boom; or any law or action taken by a government or public authority including, but not limited to, imposing an export or import restriction, quota, or prohibition, or failing to grant a necessary licence or consent, or any similar or dissimilar circumstances. 

    2. 15.2If any Force Majeure Event occurs in relation to either Party which affects or may affect that Party’s performance of its obligations under the Contract, the affected Party shall notify the other Party as soon as reasonably possible and practicable of the nature and extent of the circumstances in question. The affected Party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations. 

    3. 15.3Subject to compliance with sub-Clause 13.2, neither Party shall be deemed to be in breach of the Contract or shall otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations under the Contract to the extent that performance of that obligation is prevented, hindered, or delayed by a Force Majeure Event of which it has notified the other Party, and the time for that performance shall be extended accordingly. 

    4. 15.4If the performance by either Party of any of its obligations under the Contract is prevented, hindered, or delayed by a Force Majeure Event for a continuous period in excess of 28 calender days, the Parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable or the other Party shall be entitled to terminate the Contract by giving 10 Business Days written notice to the affected Party. 

16. 16Termination 

    1. 16.1Without prejudice to any other right or remedy available to it, either Party may terminate the Contract by giving the other Party 28 calender days written notice. 

    2. 16.2Without prejudice to any other right or remedy available to it, either Party may terminate the Contract immediately by giving written notice to the other Party in the event that: 

       1. 16.2.1the other Party does not pay any sum due under the Contract when it is due to be paid and such sum remains outstanding for at least 10 Business Days after receiving written notification to pay that sum; 

       2. 16.2.2the other Party commits a material breach of any term of the Contract and (if that breach is capable of remedy) does not remedy that breach within 28 calendar days after receiving written notification to do so; 

       3. 16.2.3the other Party threatens to, or does, suspend, payment of its debts as they fall due, admits that it is unable to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (as if the meaning of the words “it is proved to the satisfaction of the courts” contained in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 did not appear in those sections), or (being an individual) is deemed either to be unable to pay its debts or as having no reasonable prospect of paying its debts, in either case, within the meaning of section 268 of the Insolvency act 1986, or (being a partnership) has any partner to whom any of the foregoing applies; 

       4. 16.2.4the other Party begins negotiations with any class or all of its creditors about the         rescheduling of any of its debts, or proposes any compromise or arrangements with any of its creditors or enters into the same, other than (being a company) solely for the purpose of a scheme for the solvent amalgamation of that other Party with one or more other companies or for the solvent reconstruction of that other Party; 

       5. 16.2.5the other Party applies to the court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; 

       6. 16.2.6a petition is filed, a notice is given, a resolution is passed, or an order is made, for or otherwise in connection with the winding up of the other Party (being a company, limited liability partnership, or a partnership) other than solely for the purpose of a scheme for the solvent amalgamation of that other Party with one or more other companies or for the solvent reconstruction of that Party; 

       7. 16.2.7an application is made to the court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other Party (being a company, limited liability partnership, or a partnership); 

       8. 16.2.8the holder of a qualifying floating charge over the assets of that other Party (being a company or limited liability partnership) has become entitled to appoint, or has appointed, an administrative receiver; 

       9. 16.2.9a person becomes entitled to appoint a receiver over any or all of the assets of the other Party, or a receiver is appointed over all or any of the assets of the other Party; 

       10. 16.2.10the other Party (being an individual) is the subject of a bankruptcy petition, application, or order; 

       11. 16.2.11a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or part of the other Party’s assets and such attachment or process is not discharged within 28 calendar days; 

       12. 16.2.12any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject, that has a similar effect to any of the events set out above in sub-Clauses 14.2(c) to (k) (inclusive); 

       13. 16.2.13the other Party ceases or suspends, or threatens to cease or suspend, carrying on all or a substantial part of its business; 

       14. 16.2.14the other Party (being an individual) dies, or due to illness or incapacity (whether mental or physical), becomes incapable of managing their own affairs or becomes a patient under any mental health legislation; or 

       15. 16.2.15there is a change of control of the other Party (within the meaning of section 1124 of the Corporation Tax Act 2010). 

    3. 16.3For the purposes of sub-Clause 14.2(b), a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects. 

17. 17Effects of Termination 

18. 18Upon the termination or expiry of the Contract for any reason: 

    1. 18.1any sum owing by either Party to the other Party under the Contract shall become immediately due and payable; 

    2. 18.2the Technologist shall immediately return any and all Client Materials and Client Systems in its possession. The Technologist shall be fully and solely responsible for Client Materials and Client Systems in its possession until they are returned to the Client and shall not use the same for any purpose which is not connected with the Contract; 

    3. 18.3each Party shall (except to the extent referred to in Clause 7 (Confidentiality) immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other Party, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information (except to the extent required to return such Confidential information); 

    4. 18.4termination or expiry shall not affect or prejudice any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry including, but not limited to, the right to claim damages or any other remedy in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 

    5. 18.5any provision of the Contract which either expressly or by implication is intended to continue in force or come into force after or upon the termination or expiry of the Contract shall remain in full force and effect. 

19. 19No Waiver 

20. 20No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision. 

21. 21Further Assurance 

22. 22Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Contract into full force and effect. 

23. 23Variation 

24. 24Other than as set out in these Terms and Conditions, no variation of the Contract including, but not limited to, the introduction of any additional terms and conditions, shall be effective unless it is made in writing and signed by the Parties (or their authorised representatives). 

25. 25Severance 

26. 26In the event that one or more of the provisions of the Contract is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Contract. The remainder of the Contract shall be valid and enforceable. 

27. 27Assignment and Sub-Contracting 

28. 28The Technologist shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Contract, be deemed to be an act or omission of the Party in question. 

29. 29Third Party Rights 

    1. 29.1No part of the Contract shall be intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract. 

    2. 29.2Subject to this Clause 21, the Contract shall continue and be binding on the transferee, successors and assigns of either Party as required. 

30. 30Relationship of the Parties 

    1. 30.1The Technologist shall at all times be an independent contractor. 

    2. 30.2The Technologist activities and the Services working methods and those of their employees shall at all times be exclusively for the Technologist to determine, supervise, direct and control. The Client shall not seek to supervise, direct or control the Technologist or any of their employees or sub-contractors nor shall the Client have any right to do so. 

    3. 30.3Subject to the provisions of the Contract, the Technologist shall at all times be exclusively responsible for organising and entitled to organise where, when, how, and in what order the Services are performed but shall liaise with the Client to ensure that due account is taken of the Client’s requirements. 

    4. 30.4The engagement under this Agreement is mutually non-exclusive that is to say that at any time the Technologist and their employees can provide to other clients services which are the same as or similar to the Services and the Client can engage other contractors to provide it with services which are the same as or similar to the Services. 

    5. 30.5Nothing in the Contract shall render the Technologist or any of their employees or directors will constitute or be deemed to constitute to be an employee, a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract. 

31. 31Notices 

    1. 31.1All notices under the Contract shall be in writing and deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. 

    2. 31.2All notices under the Contract shall be addressed to the most recent postal address or email address given on https://craftedlogic.net or as otherwise notified in writing by either Party to the other from time to time. 

    3. 31.3Notices shall be deemed to have been duly given: 

       1. 31.3.1when delivered, if delivered by courier or other messenger during the normal business hours of the recipient; or 

       2. 31.3.2when sent, if sent by email during the normal Business Hours of the recipient or, if sent outside the recipient’s normal Business Hours, when such business hours resume; 

32. 32Entire Agreement 

    1. 32.1Subject to the provisions of Clause 10 (Data Processing), the Contract constitutes the entire agreement between the Parties with respect to its subject matter. 

    2. 32.2Each Party acknowledges that, in entering into the Contract, it shall not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in the Contract. 

33. 33Law and Jurisdiction 

    1. 33.1The Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. 

    2. 33.2Any dispute, controversy, proceedings or claim between the Parties relating to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales. 

SCHEDULE A

the Technologist Services

The Technologist Services refers to information technologist expertise services with appropriate skills for the advancement of business interests including areas (but not limited to) production, operations, communication, finance, security, administration, engineering, laboratory analysis, sales, customer services, marketing, publishing, distribution where the services include but are not limited to:

•  

• →plan, scope, manage and deliver technology projects in house or outsourced; or;  

• →co-ordinate projects and operations of other internal and outsourced technical experts; or; 

• →research and develop technology; and / or; advise as to efficiency improvements or best practice; and / or; acquire technical equipment or software; or;  

• →design, engineer, and program computer operated systems; or; 

• →inspecting, monitoring, query of or investigating the Clients systems; 

• →investigate effective technical resolutions; or; 

• →analyse business process and design improvements to systems; or; 

• →install, configure, and commission hardware and software; or; 

• →provide technical training; or; technical advice; 

• →with technologies in areas such as, but not limited to: 

• →computer and related electronic and information technology, software, hardware, databases, operating systems, networking, internet, cloud and website systems services and / or devices; and; 

• →such other similar type and quantity of services as the Client and the Provider may agree from time to time during the duration of this Agreement; 

SCHEDULE B

Consulting Technologist Service Request

The principal information required to fulfil the request in clearly written brief statements in the following form.  In the event that request is not  communicated in writing the Technologist will endeavour to capture the sentiment of the Request within its processing systems and in the interest of provision of the Request, share access to this or a variation of it in writing with the Client.  This outlines conditions of satisfaction for the Client and therefore requires clear details of the business Value Benefit, who the Client deem responsible and the identity of stake holders (staff advocates), scope and reason for when, why and how the value benefit will need to be satisfied.  The ideal key information required for a request is as follows.  Omissions such as ‘Goal’, ‘Objective’, ‘Owner’ will be implied from the context of the request where not expressly stated.

Request Date: <date of the request>

Goal (a brief sentence, or a detailed document) : <identifier>: <a described future achievement written as though already accomplished>

Objective (a brief sentence or paragraph): <identifier> <a described feature or outcome with a value benefit>

Request Allocated Units (optional): <number of expected units representing a Client perspective value of achieving the Objective for planning and estimation purposes, not the actual units this will cost>

Service Request Owner (required – where not specified this will be the person sending the Request from the Client): <Staff advocate lead>

Staff Advocate(s)(optional): <Staff members interested in or responsible for outcome>

Detail of how a value benefit is achieved (one or more):

So that <a described Value Benefit is achieved>

Condition role value (one or more):

<person identities or roles> require(s) <conditions of satisfaction to be fulfilled>

[Optional: this is needed before <date> as <reason for urgency and/or importance>]

Example

Customer relationship services

Date : 29th February 2031

Goal : Customer-Request-Processing – sales request processes and procedures are followed efficiently with measurable and comparable results

Objective : Discuss current sales processes and procedures to establish what changes will be required

Request Allocated Units : 3

Request Owner : Boris Nemo

Staff Advocate(s): Harriet River, Alex Gamble

So that the sales team can improve customer satisfaction and efficiently share their workload;

Boris Nemo, Harriet River and the sales team require advisory opinion on appropriate software systems & changes for improvement to processing incoming email and telephone enquiries for collaboration on processing, managing and organising customer service requests; customer satisfaction and product deliveries are known to be below expected standards; communicative inefficiencies are identified that require continuous improvement through comparable metrics.

Planning Projects

When a Request is defined as A Project, it is considered an extended type of the above described Request requiring more than a single Objective to achieve the Value Benefit.  Therefore, in addition to the required details in a Request above, A Project must have clearly defined Value Benefit, Goal(s) and Objectives with expected limitations of scope such as time frame and/or financial constraints.  Project activities include the initial phase of discovery to plan and define Goals, Value Benefits and Conditions of Satisfaction.  A defined project without progressing Objectives is determined as an intention without expectation of actual completion.

A project is iteratively developed in short time increments, determined during progress such as daily, weekly or monthly and progress reflected on based on Objectives.  As Objectives are reached, knowledge increases and further benefits become more understood or feasible so feature requirements and plans are expected to change and new Objectives added in order to achieve the overall goal.  Adapting to deliver the main Value Benefit of a Goal is the main focus with progress based on fulfilling determined Objectives.

Name Of Project : < Name >

Staff Advocate (s) :

Project Owner (required) :  

Goal : <identifier>: <a described achievement>

Goal Allocated Units (optional) : <number of expected units representing a Client perspective value of achieving the Goal for planning and estimation purposes, not the actual units this will cost>

Iteration Length : 4 weeks

[A list of Objectives to be achieved as described above]

Example

Name Of Project : AcmeSampleAnalysis V3.10 (ASA31)

Staff Advocate (s) : Dan Fabricated, Martin Made, Anne Analyst

Project Owner :  Fred Fortress (F.F.)

Request Allocated Units : 25

Goal : ASA31-Triple-Reporting : ASA system capable of analysing a sample 3 times

Objective : Program easy switchover to server database migration

Objective : Staff can optionally report an additional sample analysis set

Objective : Staff are reminded as to sample handling and safeguards

So that  the laboratory can perform triple analysis for any customer and analyst staff safely handle samples, as an analyst I want to see single, duplicate, triplicate analysis and be reminded to handle sample correctly

Laboratory triple analysis

Date : 1st April 2028

Goal : Example-Triple-Analysis – plan how triple analysis can be achieved

Objective : Discuss current status of the software and what would need to change to achieve the goal.

Request Allocated Units : < not known >

Request Owner : Fredrick Cotton

Staff Advocate(s) : Damien Fortress, Sam Short

So that the laboratory can perform triple analysis for any customer;

Laboratory Analysts require an additional tab in the software to allow input data storage of an extra set of results; this needed before the end of March this year as we have a new customer with a significant batch of orders with triple analysis expected in April.