craftedlogic.net ltd (reg no. 04056778)
|
|
đź“„ |
draft document version copper-rivet-2026.1028.31.1-b craftedlogic.net ltd (reg no. 04056778) |
craftedlogic technologist.consulting
Standard Terms and Conditions
BACKGROUND:
CraftedLogic.net Ltd (also trading as craftedlogic, technologist.consulting or nikb.it) (the “Technologist”) is a company registered in the United Kingdom under number 04056778, with its registered office at 91 Giblands Park, Okehampton, Devon, EX20 1QE. The Technologist provides information technology consultancy services to business clients and has reasonable skill, knowledge, and experience in that field. These Terms and Conditions form the basis of contracts for the provision of services by the Technologist to its clients.
Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Applicable Laws” |
means all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Parties, the Services, and to the Contract; |
“Business Day” |
means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the United Kingdom on a day that is not a public or bank holiday; |
“Business Hours” |
Means 9.00 a.m. to 5.30 p.m. on a Business Day in London, England; |
“Client” |
means the party procuring the Services from the Technologist under the Contract consisting any beneficiary associates they represent such as group companies, organisations, entities and their subsidiaries; |
“Client Systems” |
means any and all physical and virtual equipment including computer hardware, systems, virtual machines, networking equipment, firewalls, third party cloud or virtual operating environments provided or otherwise made accessible by the Client to the Technologist in relation to the provision of the Services (whether directly or indirectly); |
“Client Materials” |
means any and all information, documents, software, software source code and other materials provided by the Client to the Technologist in relation to the provision of the Services including, but not limited to, any such materials set out in the Request; |
“Commencement Date” |
means the date on which the Contract shall enter into effect, as set out in Clause 2 (Basis of Contract); |
“Confidential Information” |
means information disclosed or made available by or on behalf of one Party to the other in connection with the Contract, in any form or medium and whether before or after the Commencement Date, whether or not marked or stated to be confidential. It includes business, financial, technical, operational and commercial information; Client Materials and information accessed through Client Systems; software, source code, credentials, security architecture and vulnerabilities; Personal Data and information belonging to third parties; and any copy, note, summary, analysis or other material that contains or reflects such information. |
“Contract” |
means the contract entered into by the Technologist and the Client for the provision of Services in accordance with and on the basis of these Terms and Conditions; |
“Data Protection Legislation” |
means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; |
“Deliverables” |
means the deliverables resulting from the Technologist’s provision of the Services including, but not limited to, software applications, systems & services, software features, database systems, integration systems, internet services, networking services, advisory reports and consultations as defined in Schedule A or specified in the Request and any further materials or documents provided by the Technologist to the Client in the course of providing the Services; |
“Activation” |
means activation of a Deliverable component provided by the Technologist to the Client in the course of providing the Services as described in the Request, including, but not limited to, a software feature activation, software installation or configuration, database activation, network installation, systems integrated, user identity access activation, code delivery, diagnosis or resolution, consultation and advisory verbally or written; The operational status of the Activation will depend on the Condition of Satisfaction in the Request; |
“Value Benefit” |
means a description of a business value of a result in context accepted by the Client as described in the Request; |
“Goal” |
means a described future achievement the Technologist will use commercially reasonable efforts to attain for the Client, stated as though already achieved; |
“Objective” |
means a described deliverable objective in the Request with a Condition of Satisfaction with a Value Benefit; |
“Condition of Satisfaction” |
means a condition by which a Value Benefit is achieved as described in the Request; |
“Fees” |
means any and all sums due under the Contract from the Client to the Technologist in consideration of the Services, as set out in Clause 5 (Fees, Payment, and Records); |
“Unit” |
means the sum Unit rate for the Fees as specified in Clause 5; |
“Intellectual Property Rights” |
means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names, domain names, rights in get-up and trade dress, goodwill and the right to passing off actions, design rights, database rights, rights subsisting in software, rights to use confidential information and the right to protect the same, and any and all other intellectual property rights, whether registered or unregistered, including applications and the right to apply for (and be granted) renewals or extensions of, and rights to claim priority from, any such rights and any and all equivalent rights or other forms of protection subsisting now or in the future anywhere in the world; |
“Background IP” |
means Intellectual Property Rights owned or controlled by a Party before the Commencement Date, or developed independently of the Services, excluding Client Materials, Project IP and Third-Party Components; |
“Project IP” |
means Intellectual Property Rights first created specifically in providing the Services, excluding Background IP, Client Materials and Third-Party Components; |
“Third-Party Components” |
means software or other materials owned by a third party and incorporated in, supplied with, or required to use a Deliverable, including open-source software; |
“IP Claim” |
means a third-party claim against the Client alleging that permitted use of a Deliverable infringes that third party’s Intellectual Property Rights, as addressed in sub-Clause 6.8; |
“Mandatory Policies” |
means the Client’s business policies as listed in the Specification; |
“Request” |
means a written request for Services, prepared in the form and manner set out in Schedule B and accepted in accordance with Clause 2. It describes the Services, Objective or Objectives, and any applicable Conditions of Satisfaction, Value Benefits, limitations, fees, or other requirements. A Request may consist of a single action or Objective or may be expressly identified as a Project in the accepted Request. Unless the context otherwise requires, a reference to a Request includes a Project; |
“Project” |
means a Request that the Parties expressly identify as a Project in the accepted Request and plan and progress in accordance with the Planning Projects provisions of Schedule B. A Project may comprise one or more Objectives, including a single Objective delivered in progressive stages. Every Project is a Request; |
“Services” |
means the services to be provided by the Technologist to the Client in accordance with the Contract, as fully defined in the Specification and/or in Schedule A |
“Technologist Systems” |
means any and all physical and virtual equipment including computer hardware, systems, virtual machines, hosting services, cloud services, provided and used by the Technologist in relation to the provision of the Services (whether directly or indirectly) including, but not limited to, any such equipment set out in the Specification; |
“Specification” |
means the full description and specification of the Services as agreed in writing by the Client and the Technologist. |
Any 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.
Unless 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.
Unless expressly stated otherwise, legislation or a provision thereof, shall include all subordinate legislation made from time to time under that legislation or provision.
A reference to “these Terms and Conditions” means the Applicable Version determined under sub-Clause 2.1. The version identifier is shown in the document header. The Technologist shall retain a copy of each published version and provide the Applicable Version to the Client on request.
A 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).
A reference to a "Party" or the "Parties" refer to the parties to the Contract.
A reference to any other agreement or document is a reference to that agreement or document as amended or supplemented at the relevant time.
Any obligation on either Party not to do a particular thing includes an obligation to not allow that thing to be done.
The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of the Contract.
Words communicating the singular number shall include the plural and vice versa.
References to any gender shall include any other gender.
References to persons shall include natural persons, corporate, or unincorporated bodies (whether or not the same have a separate legal personality).
References to a company shall include companies, corporations, or other bodies corporate, however so and wherever incorporated or established.
Basis of Contract
A Request constitutes an offer by the Party issuing it to enter into a Contract with the other Party for the Services described in the Request, on the terms of the Applicable Version and the Request. The Request may identify the Applicable Version by its published version identifier. If it does not, the Applicable Version is the version published at https://craftedlogic.net/standardterms.html on the date the Contract is formed.
A Request is accepted only when the Party to whom it is submitted gives written acceptance that identifies the Request. If that Party proposes changes, the proposal is a counter-offer and no Contract is formed unless the other Party accepts it in writing.
Upon written acceptance under sub-Clause 2.2, a Contract comes into existence between the Client and the Technologist. The Commencement Date of the Contract shall be either:
Each new Request forms a separate Contract when accepted under this Clause 2. The Applicable Version for that Contract is determined under sub-Clause 2.1. Its Commencement Date is the date specified in the Request or, if none is specified, the date of written acceptance.
Any change to an accepted Request is effective only when agreed in writing by both Parties in accordance with Clause 18 (Variation). Unless the written variation expressly states otherwise, it amends the existing Contract, remains subject to the Applicable Version for that Contract, and does not change its Commencement Date.
The Technologist may refuse a Request or propose changes to it. Any proposed changes constitute a counter-offer under sub-Clause 2.2. A change to an accepted Request is effective only in accordance with sub-Clause 2.5 and Clause 18 (Variation).
The Contract consists of the Applicable Version, the accepted Request, and any schedules expressly incorporated into that Request. If they conflict, an agreed written variation takes precedence for the matters it expressly varies. Data processing terms agreed in writing and attached under Clause 10 take precedence over the provisions they expressly replace. The Request takes precedence over an incorporated schedule for the Services, fees, dates, and other particulars specific to that Request, unless the Request expressly states otherwise. The Applicable Version governs all other matters. A Request overrides a specific provision of the Applicable Version only if it identifies that provision and expressly states that it overrides it. Any other terms proposed by either Party, or implied by trade custom, practice, or course of dealing, are excluded from the Contract.
No 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.
Variation of these Terms and Conditions
Provision of the Services and Technologist’s Obligations
With effect from the Commencement Date the Technologist shall, throughout the term of the Contract, provide the Services to the Client.
During the applicable Warranty Period in sub-Clause 3.5.2, each Deliverable shall conform in all material respects to the Specification and any objective acceptance criteria expressly agreed in the accepted Request. If the Request states no separate acceptance criteria, the relevant description of the Deliverable in the accepted Request applies. This is a warranty of material conformity during that period, not a promise of uninterrupted or error-free operation at all times.
The Technologist shall perform the Services and prepare the Deliverables with reasonable skill and care consistent with the standard reasonably expected of a competent provider possessing the specialist expertise described in the Contract. This is the agreed professional standard unless the accepted Request expressly agrees a different, more specific professional standard.
The express warranties in this Clause are limited to the material conformity and professional standard stated in sub-Clauses 3.2 and 3.3 during the applicable finite Warranty Period. The Client is not required to specify a Warranty Period, separate acceptance criteria or a different professional standard in the Request; the default period, criteria and professional standard in this Clause apply unless the Parties expressly agree otherwise.
Warranties and Disclaimers
The warranties in this Clause are the warranties set out in sub-Clauses 3.2 and 3.3 and are subject to the notice and remedy process in sub-Clauses 3.5.2 and 3.5.3. They do not guarantee a particular business outcome unless the accepted Request expressly says so.
Warranty Period. The Client may notify the Technologist of a failure to meet an express warranty by written notice describing the failure in reasonable detail. The notice must be given within the finite period expressly stated for that warranty in the accepted Request or, if none is stated, within 90 calendar days after delivery of the relevant Deliverable or completion of the relevant Services, as applicable. The Client is not required to specify a different period in the Request. This period limits only the express warranties in this Clause and does not exclude a right or remedy that cannot lawfully be excluded or restricted.
Correction and refund. Following timely notice, the Technologist shall first have a reasonable opportunity to investigate and, at its option and expense, correct or replace the affected non-conforming component of a Deliverable or re-perform the affected Services. The Parties shall agree a reasonable cure period having regard to the nature and impact of the failure; if they do not agree, the Technologist shall begin corrective work promptly and complete it within 20 Business Days where reasonably practicable, otherwise within a reasonable period notified to the Client with progress updates. If the failure cannot reasonably be corrected, replaced or re-performed, or remains a material non-conformity after that opportunity, the Client may terminate the affected part of the Services and receive a proportionate refund of Fees paid for that affected part. These remedies are subject to Clause 12 and do not restrict any right or remedy that cannot lawfully be excluded. The Client shall not recover twice for the same loss.
To the extent permissible by law, the Technologist disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or ability to achieve specific business results or outcomes. This disclaimer specifically applies to:
Third-party software, systems, or licences, which are provided under the terms and warranties of the third-party vendor only;
Results or outcomes that depend materially on factors outside the Technologist’s reasonable control or on Client actions, decisions, or systems not provided to the Technologist; and
Compatibility with systems or environments not specified in the Request or Schedule.
Third-party software and other Third-Party Components are subject to their applicable licence terms, which govern the Client’s rights in those components. Nothing in this sub-Clause limits the Technologist’s separate obligations concerning its selection, configuration, integration, or provision of the Services or Deliverables under the Contract.
The Technologist shall not be in breach of this Clause 3.5 solely because a Deliverable does not achieve the Client’s anticipated business objectives, provided it conforms to the Specification as required by sub-Clause 3.2.
The Technologist shall use reasonable endeavours to make each Objective Deliverable functional in the short iterations specified in the Request. Any forecast of a Project’s progress or completion date is an estimate only and depends on the progress and completion of dependent Objectives. Time is not of the essence unless the Request expressly states otherwise.
The 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.
The 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).
In 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 licences for live systems used by the Client on Client Systems and any third-party licences or fees allocated to the Client in the Request under sub-Clause 6.3), 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.
The 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.
The 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 Services. The Technologist shall use all such Client Systems with care and in accordance with best practice at all times. The Technologist shall return Client Systems in its possession on the Client’s written instruction.
In 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 8.1.2) all applicable health and safety rules and regulations and security requirements in place at the Client’s premises and such other facilities.
Client’s Obligations
The Client shall ensure:
that all information that it provides in the Request and the Specification shall be complete and accurate.
that any information it provides for a Request or a proposed change is complete and accurate, and that any change to an accepted Request is agreed in writing in accordance with sub-Clause 2.5 and Clause 18 (Variation).
The Client shall provide:
all co-operation that is reasonably required by the Technologist to enable the Technologist to provide the Services;
any 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;
(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;
where 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.
In 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.
The Client shall obtain and maintain licences and consents required for its own systems and for its business use of Client Systems, except to the extent the Technologist is responsible under sub-Clause 3.9 or the Request allocates responsibility under sub-Clause 6.3.
The Client acknowledges that the Technologist may install software or systems on Client Systems to provide the Services. Client Materials remain subject to sub-Clause 6.2; Third-Party Components remain subject to sub-Clause 6.3; and the Client’s rights to use Deliverables and Technologist software are governed by sub-Clause 6.4 and the applicable third-party terms. On termination, the Client shall remove software provided only to enable the Services, but need not remove a Deliverable or cease using it where the Client’s licence under sub-Clause 6.4 has taken effect.
Fees, Payment, and Records
The Fees shall be calculated on a time and materials basis as follows:
the 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;
the 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 calendar days prior notice;
the 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
the 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.
The 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).
All 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.
All 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.
Where 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.
All 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.
If the Client receives an invoice and reasonably believes that it is incorrect, it may dispute that invoice in good faith as follows:
the Client shall notify the Technologist in writing as soon as reasonably possible and practicable;
the 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;
the Client shall pay any sum which is not in dispute by the due date for payment;
following the resolution of the dispute, the Client shall pay the sum agreed between the Parties, together with any interest payable under Clause 5.9 from the date specified in that Clause;
if the Technologist is required to refund any sum to the Client, no interest shall accrue or be payable on that sum unless the Contract expressly provides otherwise in relation to that refund, or interest is required by Applicable Laws or a final order of a court of competent jurisdiction; and
following resolution of the dispute, either Party shall make any balancing payment within 10 Business Days and the Technologist shall issue any required credit note within the same period.
All 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.
Late-payment interest
Without prejudice to sub-Clause 14.2.1, if the Client fails to pay any sum due under the Contract by its due date, the Technologist may claim interest, fixed compensation, and reasonable debt-recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998, as amended or replaced, or other applicable law. This Clause preserves the Technologist’s statutory rights and does not create a separate contractual interest rate. Interest accrues as simple interest at the applicable statutory rate from the date on which it becomes payable under that Act until actual payment in full, whether before or after judgment. For each period during which the applicable rate is unchanged, interest is calculated as: overdue sum × annual interest rate × number of days in that period ÷ 365. If the applicable rate changes, the calculation is made separately for each period at the rate then in force. Where an invoice is disputed in good faith under sub-Clause 5.7, interest on any amount subsequently agreed or determined to be payable accrues from the date specified in this Clause.
Records
The Technologist shall keep, or procure the keeping of, complete and accurate records reasonably necessary to calculate sums payable under the Contract, including records of time spent, expenses, and third-party costs charged to the Client.
At the Client’s reasonable request and on reasonable notice, the Technologist shall provide the Client or its authorised agent with exported copies of records relating specifically to the Client and sums payable by the Client.
Intellectual Property Rights
Ownership. This Clause applies unless the Parties expressly agree a different ownership or licence arrangement in the Request or a written variation. Each Party retains its Background IP. The Client retains all rights in Client Materials. The Technologist (or its licensors) owns Project IP and all Intellectual Property Rights in the Deliverables, except for Client Materials and Third-Party Components. No ownership of Background IP or Project IP passes to the Client under this Clause.
Client Materials. The Client grants the Technologist a non-exclusive, royalty-free licence during the Contract to use, copy and modify Client Materials only as reasonably necessary to provide the Services. The Client warrants that it has the rights needed to provide those materials and grant that licence. Client Materials included in a Deliverable remain the Client’s property.
Third-Party Components. Third-Party Components are owned by their licensors, not the Technologist. The Client’s rights in them are governed by the applicable third-party terms, and the Technologist grants or passes through only rights it is permitted to grant. Before the Client is committed to a material Third-Party Component, the Technologist shall identify any material separate licence terms or fees known to it and obtain the Client’s written approval to any purchase or commitment on the Client’s behalf. Responsibility for third-party subscriptions and fees shall be as stated in the Request. If a required licence or fee is not allocated in the Request, the Parties shall agree in writing who will procure and pay for it before either Party incurs the commitment. Each Party shall comply with the third-party terms applicable to its use. The Technologist shall comply with applicable open-source terms and shall not knowingly incorporate a component whose terms require disclosure or licensing of Client-owned code without first explaining that effect and obtaining the Client’s written consent.
Licence and payment. For this Clause, an “Affiliate” is an entity that directly or indirectly controls, is controlled by, or is under common control with the Client. The territory for use shall be the territory stated in the Request or, if none is stated, the United Kingdom. Once the Client has paid in cleared funds all Fees attributable to a Deliverable, as allocated in the Request or, if none are allocated, all Fees due under that Request, the Technologist grants the Client a non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy, execute, modify and maintain the Deliverable and any Technologist Background IP incorporated in or necessary to use it, for the Client’s and its Affiliates’ internal business purposes. This licence does not extend to Third-Party Components beyond the rights permitted by their applicable terms. Until those Fees are paid, the Client may use the Deliverable only for acceptance testing under the Contract and not for production or other business use. The Request shall state whether source code is included in the Deliverable; the Technologist is not required to supply source code unless the Request says so. If the relevant Fees remain unpaid after any applicable notice and cure period, the Client shall cease using that Deliverable until they are paid. Non-payment for one Deliverable does not affect a licence already granted for another Deliverable whose Fees have been paid.
Permitted users. The Client may sub-license the rights in sub-Clause 6.4 to its Affiliates, contractors, hosting providers, maintainers and replacement suppliers to exercise the licence in sub-Clause 6.4 only on the Client’s behalf and to the extent needed for the permitted business purposes. The Client shall ensure those users are bound by confidentiality and use restrictions no less protective than this Contract and is responsible for their acts and omissions. No such permission transfers ownership or permits commercial exploitation or distribution of the Deliverable.
Technologist warranty. The Technologist warrants that it has or will obtain the rights necessary to grant the licences in this Clause, including from its personnel and subcontractors. Use of a Deliverable as permitted by the Contract will not infringe a third party’s Intellectual Property Rights in the territory stated in the Request or, if none is stated, the United Kingdom. This warranty does not apply to Client Materials or Third-Party Components and does not limit the Technologist’s obligations for its own selection, configuration or integration of them.
Exclusions. The Technologist has no liability for an infringement claim to the extent it results from Client Materials or instructions, a modification not made or approved by the Technologist, combination with items not supplied or approved by the Technologist, or use contrary to the Contract or applicable third-party terms. This exclusion does not apply to the extent the claim results from the Technologist’s own act or omission.
IP Claim indemnity and procedure. Subject to the exclusions in sub-Clause 6.7 and Clauses 11 (Insurance) and 12 (Liability), the Technologist shall indemnify the Client against damages finally awarded by a court and reasonable external legal costs arising from an IP Claim, and settlement sums agreed under this sub-Clause. The Party seeking an indemnity shall give the other Party prompt written notice of the claim; delay relieves the indemnifying Party only to the extent it is materially prejudiced. The indemnifying Party may control the defence and settlement at its own expense, and the other Party shall provide reasonable assistance at the indemnifying Party’s expense, including access to reasonably available code and AI-use records relevant to the claim, subject to confidentiality and third-party restrictions. No settlement may impose an admission, payment or other obligation on the other Party, or fail to give it a full release, without that Party’s written consent, not to be unreasonably withheld or delayed. The Technologist’s liability under this indemnity is included within the applicable aggregate cap in sub-Clause 12.6, subject to the exceptions in Clause 12. Clause 11 insurance does not increase that cap. Each Party shall take reasonable steps to mitigate loss relating to a claim under this sub-Clause.
Remedies. If an IP Claim is made or, in the Technologist’s reasonable opinion, is likely, the Technologist shall at its cost procure the right for continued permitted use, modify or replace the affected part so it is non-infringing without materially reducing its functionality, or, if neither is commercially reasonable, terminate the licence for that part and refund the Fees paid for it or, if those Fees are not separately allocated, a fair proportion of the Fees paid for the relevant Request. These remedies do not affect the Client’s rights in its Client Materials.
Client indemnity. Subject to Clauses 11 (Insurance) and 12 (Liability), the Client shall indemnify the Technologist against damages finally awarded by a court and reasonable external legal costs arising from a third-party claim to the extent it results from Client Materials supplied by or for the Client and used as permitted by the Contract, or from the Technologist following a specific written requirement or instruction expressly set out in the accepted Request prepared in accordance with Schedule B or in a written variation agreed under Clause 18 (Variation). The claim must arise directly from the Technologist’s compliance with that requirement or instruction. The Client has no liability to the extent the claim results from the Technologist’s act or omission. For this indemnity, the Client may control the defence and settlement, and the Technologist shall provide reasonable assistance at the Client’s expense. The settlement protections in sub-Clause 6.8 apply with the necessary changes. This indemnity is owed to the Technologist only and does not require the Client to indemnify itself. No separate cap is created by this sub-Clause; the limitations and exclusions in Clauses 11 and 12 apply to the extent applicable, and nothing limits liability that cannot lawfully be limited.
AI-generated and AI-assisted code. For this sub-Clause, “AI Tool” means a generative artificial intelligence system used to produce or materially modify source code. “AI-Generated Code” means source code or an identifiable portion of source code generated by an AI Tool and incorporated into a Deliverable. “AI-Assisted Code” means code materially informed by an AI Tool but materially authored or developed by a person.
The Technologist may use AI Tools to generate code unless the accepted Request prepared in accordance with Schedule B expressly states “No AI-Generated Code”. The Technologist shall comply with that restriction. Any wider restriction on use of AI Tools must also be stated expressly in the accepted Request.
The Technologist is not required to determine whether an AI Tool was used or to label or document code for that purpose. If the Technologist knows that an AI Tool was used and it is reasonably practicable to do so, it may identify relevant code in the code or accompanying records as “AI-GENERATED” or “AI-ASSISTED”, as applicable. It may identify the AI agent or provider, model and version only to the extent those details are known and reasonably practicable to record. Any references are intended to reduce risk and assist an audit of a potential IP Claim; they are not a warranty, a complete provenance record, or a means of eliminating infringement risk.
The Client acknowledges and accepts, as between the Parties, the residual risks of AI-Generated Code that the Technologist knows was generated by an AI Tool and incorporated into a Deliverable, whether or not it is labelled under this sub-Clause, including that it may be inaccurate, non-unique or subject to third-party rights or claims. The warranty in sub-Clause 6.6, the indemnities in sub-Clauses 6.8 and 6.10, and any warranty or indemnity implied into the Contract to the extent it may lawfully be excluded, do not apply to the extent a claim arises directly from that AI-Generated Code. This exclusion does not apply to AI-Assisted Code merely because an AI Tool was used, or to human-authored or materially modified code, the Technologist’s selection or integration, a failure to comply with the accepted Request. The Technologist remains responsible for its performance of the Services and its own acts and omissions. Nothing in this sub-Clause excludes or limits liability that cannot lawfully be excluded or limited.
The Client is responsible for requesting a full audit of AI-Generated Code if it requires one. The accepted Request shall state whether the audit is to be performed by the Technologist or an independent third party, its scope, timing and fees. A third-party auditor shall be bound by appropriate confidentiality obligations. An audit does not alter the risk allocation or warranties in this Clause unless the Parties expressly agree otherwise in writing.
Confidentiality
Each Party receiving Confidential Information (the “Receiving Party”) shall, during the Contract and for five years after its termination or expiry, comply with the following duties:
use it only to perform, receive or enforce the Contract;
keep it confidential and protect it using at least the same care it uses for its own information of similar sensitivity, and in any event reasonable care;
not disclose it except as permitted by this Clause 7; and
promptly notify the other Party in writing after becoming aware of any unauthorised access, use or disclosure, and reasonably assist in containing and remedying it.
These obligations apply to trade secrets for so long as they remain trade secrets, and to credentials and security-sensitive information for so long as they remain confidential or security-sensitive. Personal Data remains subject to Clause 10 and applicable Data Protection Legislation.
The Receiving Party may disclose Confidential Information to its employees, officers, professional advisers, insurers, subcontractors and suppliers who need to know it for the purposes permitted by sub-Clause 7.1. Before disclosure, the Receiving Party shall ensure that each recipient is bound by confidentiality obligations appropriate to the information and its use. The Receiving Party is responsible for each recipient’s acts and omissions in relation to the Confidential Information as if they were its own.
A Party may disclose Confidential Information to the extent required by law, a court or a competent regulatory or governmental authority. Where legally permitted, that Party shall give the other Party prompt prior written notice, disclose only the information legally required and reasonably cooperate, at the other Party’s cost, with any request for confidential treatment.
The obligations in this Clause 7 do not apply to information to the extent the Receiving Party can demonstrate from its written records that the information:
is or becomes publicly available other than through a breach of the Contract by the Receiving Party or a person to whom it disclosed the information under sub-Clause 7.2;
was lawfully known to it without restriction before disclosure by the other Party;
was independently developed without use of or reference to the other Party’s Confidential Information; or
was lawfully received from a third party without breach of a duty of confidence.
On the other Party’s written request or on termination or expiry of the Contract, the Receiving Party shall promptly return or securely destroy the other Party’s Confidential Information in its possession or control. It may retain information to the extent required by law or retained in routine backups that are not reasonably accessible for deletion, provided that retained information is not used and remains protected under this Clause 7 until deleted in the ordinary course.
This Clause 7 continues to apply after termination or expiry for the periods stated in sub-Clause 7.1. Liability arising from a breach of this Clause 7 is subject to Clause 12 (Liability).
Law
The Technologist shall, at its own expense throughout the performance of the Services:
comply with the Applicable Laws;
comply 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.
Each Party shall inform the other Party as soon as reasonably possible and practicable when it becomes aware of any changes to the Applicable Laws.
Data Protection
The Technologist shall only use the Client’s personal data as set out in the Technologist’s Privacy Policy, available from:-
Data Processing
In 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.
The 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.
For 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”.
The 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 the Specification.
The 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.
The 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:
process 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;
ensure 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
ensure 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 in accordance with this Contract and the Technologist's Privacy Policy (as published at https://craftedlogic.net/privacypolicy.html);
not 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:
the Data Controller and/or the Data Processor has/have provided appropriate safeguards for the transfer of personal data;
affected data subjects have enforceable rights and effective legal remedies;
the 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
the Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data;
assist 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).
notify the Data Controller without undue delay of any personal data breach of which it becomes aware;
on 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
maintain 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.
Parties 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.
Insurance
The Technologist shall, at its own expense and throughout the duration of the Contract, maintain the following insurance policies in force:
Liability
The Parties acknowledge that the limits and exclusions in this Clause 12 are subject to any applicable statutory requirement of reasonableness under the Unfair Contract Terms Act 1977 and to other applicable law. Nothing in this Clause deems a term reasonable or excludes any statutory review of it.
References in this Clause 12 to “liability” include every liability arising under or in relation to the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, indemnity or otherwise, including liability arising under Clauses 6 (Intellectual Property Rights), 7 (Confidentiality) and 10 (Data Protection).
Nothing in the Contract limits or excludes either Party’s liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any other liability which cannot lawfully be limited or excluded, including liability for breach of 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.
Neither Party may rely on the limits or exclusions in this Clause 12 in respect of liability arising from its deliberate default in performing the Contract or the deliberate default of its employees or agents acting in connection with it.
Nothing in this Clause 12 shall limit or exclude either Party’s obligation to pay Fees or any other sum properly due under the Contract.
Subject to sub-Clauses 12.3 to 12.5, each Party’s total aggregate liability to the other Party under or in relation to a Contract, including all related or unrelated claims, shall not exceed £50,000. This is one aggregate cap for that Contract and applies to all Requests under it; it does not reset for separate claims or Requests. This cap includes liability under the indemnities in sub-Clauses 6.8 and 6.10 and liability under Clauses 7 and 10.
Subject to sub-Clauses 12.3 to 12.6, neither Party is liable to the other for loss of profits, sales, business, business opportunity, agreements or contracts, anticipated savings, or goodwill, or for indirect or consequential loss. Neither Party is liable for loss or corruption of data or software, except that reasonable and documented direct costs of investigating, containing, mitigating and remedying a breach of Clauses 7 or 10, including restoring or recreating data or software, are recoverable where caused by that Party’s breach, subject to the applicable cap in sub-Clause 12.6. The exclusions in this sub-Clause apply to liability under Clauses 7 and 10, subject to the express breach-response-cost exception above and sub-Clause 12.3.
Neither Party may recover more than once for the same loss. Subject to this Clause 12, each Party retains any right or remedy available to it under the Contract or at law.
Force Majeure
For 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.
If 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.
Subject 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.
If 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 calendar 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.
Termination
Without prejudice to any other right or remedy available to it, either Party may terminate the Contract by giving the other Party 28 calendar days written notice.
Without 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:
the 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;
the 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;
the 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;
the 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;
the other Party applies to the court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
a 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;
an 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);
the 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;
a 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;
the other Party (being an individual) is the subject of a bankruptcy petition, application, or order;
a 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;
any 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 14.2.3 to 14.2.11 (inclusive);
the other Party ceases or suspends, or threatens to cease or suspend, carrying on all or a substantial part of its business;
the 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
there is a change of control of the other Party (within the meaning of section 1124 of the Corporation Tax Act 2010).
For the purposes of sub-Clause 14.2.2 , a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
Effects of Termination - Upon the termination or expiry of the Contract for any reason:
any sum owing by either Party to the other Party under the Contract shall become immediately due and payable;
the 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;
each Party shall, subject to any continued use permitted under Clause 7 (Confidentiality), immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other Party, and shall return or securely destroy that Confidential Information in accordance with sub-Clause 7.5;
termination 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
any 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.
No Waiver
No 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.
Further Assurance
Each 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.
Variation
Other 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).
Severance
In 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.
Assignment and Sub-Contracting
The 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.
Third Party Rights
No 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.
Subject to this Clause 21, the Contract shall continue and be binding on the transferee, successors and assigns of either Party as required.
Relationship of the Parties
The Technologist shall at all times be an independent contractor.
The 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.
Subject 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.
The engagement under this Contract is mutually non-exclusive. This means that at any time the Technologist and their employees may provide other clients with services that are the same as or similar to the Services, and the Client may engage other contractors to provide the Client with services that are the same as or similar to the Services.
Nothing in the Contract shall render the Technologist or any of their employees or directors 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.
Notices
All 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.
All 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.
Notices shall be deemed to have been duly given:
For the avoidance of doubt, notices sent by email outside normal Business Hours shall be deemed duly given upon transmission and shall not require re-sending during Business Hours to take effect.
Entire Agreement
Subject to the provisions of Clause 10 (Data Processing), the Contract constitutes the entire agreement between the Parties with respect to its subject matter.
Each 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.
Law and Jurisdiction
The 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.
Any 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 Technologist may agree from time to time during the term of the Contract;
SCHEDULE B
the Request
The Client should provide the information requested below in clear written statements. If the Client gives an oral or informal instruction, the Technologist may record it and send the record to the Client for confirmation. Recording or discussing an instruction does not form or vary a Contract. A new Request forms a Contract only when accepted in writing in accordance with Clause 2; a change to an existing Contract takes effect only when agreed in writing in accordance with sub-Clause 2.5 and Clause 18 (Variation). A Request should state the applicable Conditions of Satisfaction and Value Benefits, including the responsible parties, stakeholders, scope, and how, why, and when the Value Benefit is to be achieved. Details such as the Goal, Objective, or Owner may be inferred from context only where the accepted Request makes that clear.
Request Date: <date of the request>
AI-generated code: <permitted unless “No AI-Generated Code” is stated expressly; if prohibited, state that here>
AI-code audit (optional): <not requested, or state full-audit scope, auditor (Technologist or independent third party), timing, and agreed fees>
Warranty details (optional; only if different from the default terms): <finite warranty period, objective acceptance criteria, or more specific professional standard, as applicable>
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
An accepted Request expressly identified as a Project is planned and progressed under this Schedule. A Project may comprise one or more Objectives; a single Objective may be completed in progressive stages. In addition to the information required for a Request, a Project must specify its Value Benefit, Goal(s), Objectives, and any expected scope limitations, such as time frames or financial constraints. Project activities may include an initial discovery phase to plan and define Goals, Value Benefits, and Conditions of Satisfaction. A Project for which no Objectives have been agreed is an intention only and does not imply that the Project will be completed.
A Project is developed iteratively in short periods agreed by the Parties, such as daily, weekly, or monthly. Progress is assessed against the Objectives. As Objectives are achieved, knowledge may increase and further benefits may become clearer or more feasible, so the Parties may propose changes to the features, plans, or Objectives. Any change to an accepted Request, including an addition or change to its Objectives, scope, fees, or dates, takes effect only by written variation agreed in accordance with sub-Clause 2.5 and Clause 18 (Variation).
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(s)
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.