Terms and Conditions for WOOBRO Development and Design Service
These Development and Design Service Terms and Conditions (the “Terms”) have an effective date of the date the SOW (defined below) is accepted by us, and are between:
A. WOOBRO Ltd incorporated and registered in England and Wales with company number 10997949 and with its registered office is at 63 Loveridge Road, London, England, NW6 2DR (“Supplier”); and
B. the customer entity who is referenced in or submitted the relevant SOW (defined below) (“Customer”)
, each a “Party” and together the “Parties”.
1. Statements of Work.
- Statements of Work. “SOW” means the accepted Statement of Work, maintenance and support work order issued pursuant to your maintenance and support or hosting subscription, or request placed via the Support and Maintenance task management system on our website (the “System”) including any additional terms which are incorporated either by attachment or reference (“Additional Terms”). The agreement consists of these Terms and the accepted SOW.
- Additional Terms. Additional Terms may include (for example) specifications, descriptions of services, third party terms and service level agreements. The Additional Terms may be available online or in hard copy.
- Order Placement. The Customer may use these terms for a single SOW or as a framework for multiple SOWs and the Parties may confirm their agreement to these terms by referencing them in the relevant SOW. You agree that all services ordered via the System are governed by this Agreement. Services may be requested by emailing us at [email protected] or by accessing the System.
- Changing the scope. The Parties agree that changes to a SOW will require a written change order signed by both parties.
2. Provision of Services.
- Delivery. Supplier will deliver any ordered design, consulting, development, training or other services as described in the applicable SOW.
- Acceptance. The acceptance process for work performed will be described in the applicable SOW and will apply only to the deliverables specified. To the extent an acceptance process is not described in the Supporting Material, services will be deemed accepted upon delivery.
- Dependencies. The Parties agree that Supplier’s ability to deliver services may depend on the accuracy and completeness of any information provided by Customer and Customer’s reasonable and timely cooperation.
- Performance. Supplier will perform the services using generally recognised commercial practices and standards. Customer agrees that it will provide prompt notification of any concerns it has about the provided services and Supplier agrees that it will re-perform any service that fails to meet the agreed standard.
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4. Terms Acceptance.
Customer may indicate its acceptance to these terms by: (i) referencing these terms in an accepted SOW, or (ii) paying for the relevant services either as a one-off transaction or as part of a subscription (for example the Maintenance and Support Service).
Prices are as written by Supplier in the SOW and are exclusive of taxes, unless otherwise quoted. Supplier will charge separately for its reasonable expenses, such as travel expenses, as long as these are agreed in advance by Customer.
To the extent relevant, Customer agrees to pay all invoiced amounts within 30 days of the Supplier’s invoice date. Supplier may suspend performance of its obligations under SOWs if the Customer breaches its obligations under this clause. Supplier shall be entitled to charge statutory interest on any late payments under this agreement.
7. Project Manager.
Each Party agrees to appoint a project manager to serve as the contact point in charge of managing the delivery of services and dealing with any issues that may arise.
- Warranty. If a SOW defines specific deliverables that must be produced, Supplier warrants such deliverables will materially conform to their written specifications for 30 days following delivery (the “Warranty Period”). If the Customer notifies the Supplier that the deliverables don’t meet the written specification during the Warranty Period, Supplier will remedy breach of warranty or, at the Supplier’s discretion, refund to Customer the fees it paid for those specific deliverables.
- Exclusions. Supplier’s service, support, warranty and other commitments do not cover claims resulting from: (i) improper use of the services and/or deliverables provided pursuant to the relevant SOW; (ii) non-compliance with the applicable SOW; (iii) failure to properly maintain its IT environment; (iv) modifications not authorised in writing by Supplier; (v) failure or functional limitations of any non-Supplier software or product impacting systems; (vi) viruses or other malware not introduced by Supplier; or (vii) negligence, abuse, accident, or other causes beyond Supplier’s control. To the extent permitted by law, the Supplier disclaims all warranties other than those set out in this Agreement.
9. Intellectual Property.
- Customer licence of IP. Customer grants Supplier a worldwide, non-exclusive, non-transferable, royalty-free right and licence to any intellectual property that is necessary for Supplier to perform its obligations under this Agreement.
- Supplier licence of IP.Supplier grants Customer a worldwide, non-exclusive, non-transferable, royalty-free, licence to such extent as is necessary to enable Customer to make use of the deliverables and the services as envisaged by the parties and agreed in the relevant SOW.
- Transfer of IP. No transfer of ownership of any intellectual property will occur under this Agreement.
- Infringement. The Supplier agrees to indemnify the Customer against all costs directly suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the deliverables or services provided under this agreement provided that the Customer: (i) provides Supplier with prompt notice of any threatened legal action; (ii) provides Supplier with all assistance reasonably requested; and (iii) grants Supplier full control of the defence (including the ability to settle the claim, procure a licence or modify the relevant deliverables so as to be non-infringing and materially equivalent). Supplier is not responsible for claims resulting from any unauthorised use of the deliverables or services provided pursuant to this Agreement or for claims resulting from content or design provided by Customer.
- Licence Termination. If Customer fails to comply with the terms of this Agreement, Supplier may terminate any licence granted under this licence upon written notice.
- Confidentiality. Where information disclosed by one Party to the other under this Agreement is marked as confidential or the circumstances of its disclosure reasonably dictate that it should be considered confidential, the other Party shall treat such information as confidential and shall use the higher of (i) commercially reasonable efforts or (ii) the same efforts as the receiving Party uses in relation to its own confidential information, to protect the confidential information. Disclosed confidential information must: (i) only be used by the receiving party, and (ii) not be disclosed to any other company or person unless strictly necessary, for the purpose of fulfilling its obligations under this Agreement. This clause does not apply to information that: (i) was known or becomes known to the receiving party without obligation of confidentiality; (ii) is created separately by the receiving party; or (iii) where disclosure is required by applicable law.
- Personal Information. Each Party agrees that it will comply with its obligations under applicable data protection legislation (including the GDPR). Unless agreed in a SOW, both Parties acknowledge that Supplier does not require access to Customer’s personal information (“PII”). To the extent during the course of this Agreement (or a SOW under this Agreement) Supplies requires access to Customers PII, the Parties shall act reasonably in negotiating relevant data sharing terms.
11. Limitation of Liability.
Supplier’s liability to Customer under this Agreement is limited to the amount paid by Customer to Supplier under this Agreement in the 12 months preceding the date on which the Customer first brings its claim against the Supplier. Neither Party will be liable for indirect, special or consequential costs or damages, or lost revenues or profits, downtime costs, loss or damage to data. This clause does not limited either Party’s liability for any liability which may not be limited or excluded by applicable law.
12. Force Majeure
Except for payment obligations, neither party will be liable for delays due to causes beyond its reasonable control.
This Agreement may be terminated on written notice by a Party if the other Party materially breaches this Agreement and fails to remedy its breach within a reasonable period after being notified of such a breach in writing by the other Party.
Any term which should reasonably be expected to survive termination of this Agreement will survive termination of this Agreement and shall apply to both Parties’ respective successors and permitted assigns.
15. Entire Agreement.
This Agreement represents our entire understanding with regard to its subject matter and it supersedes any prior communications or agreements.
This Agreement may only be modified through a written amendment signed by both Parties.
17. Third Parties
The ability of third parties to enforce any rights under the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
The provisions of this Agreement are intended by the Parties to be severable in the event that any part of it is held to be illegal or unenforceable (in whole or in part) and such part shall not affect the validity and enforceability of the remaining provisions or the remainder of the affected provision under this Agreement.
19. Applicable laws.
Each Party agrees to comply with the laws applicable to its business.
20. Governing Law.
This Agreement and any dispute arising under or in any way connected with the subject matter of this Agreement (whether of a contractual or tortious nature or otherwise) shall be governed by and construed in accordance with the law of England and Wales, and the parties submit to the exclusive jurisdiction of the English and Welsh Courts.