LEG-004 · Professional Services Terms
Last updated: 1 November 2024 · Effective date: 1 November 2024 · Version 2.1
Contents
These Terms and Conditions ("Terms") set out the basis on which SOFTVYN LTD ("SOFTVYN", "we", "us" or "our") provides professional technology and engineering services to its clients. These Terms apply to all service engagements entered into by SOFTVYN LTD following the date on which these Terms were last updated, unless a separate written agreement has been expressly executed between SOFTVYN and the client and that agreement expressly states that it supersedes these Terms in whole or in part.
By engaging SOFTVYN LTD for services — whether through execution of a Statement of Work, a written proposal acceptance, a formal service agreement or any other documented instruction to proceed with work — the client agrees to be bound by these Terms. Where there is a conflict between these Terms and the terms of a specific Statement of Work or service agreement, the terms of the Statement of Work or service agreement shall prevail to the extent of the conflict.
SOFTVYN LTD is registered in England and Wales. These Terms are governed by English law.
In these Terms, the following definitions apply unless the context otherwise requires:
"Agreement" means these Terms and Conditions together with any Statement of Work, proposal, letter of engagement or other written documentation forming part of the contract between SOFTVYN and the Client.
"Business Day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
"Calibration Request" means an initial enquiry submitted by a prospective client through SOFTVYN's website or other communication channel requesting an assessment of their requirements and a proposal for services.
"Change Request" means a written request submitted in accordance with the change control procedure described in Clause 5, proposing a modification to the scope, deliverables, timeline or commercial terms of a Service Engagement.
"Charges" means the fees payable by the Client to SOFTVYN in consideration of the provision of Services, as specified in the relevant Statement of Work or other written proposal accepted by the Client.
"Client" means the company, organisation or individual that engages SOFTVYN LTD for Services pursuant to these Terms.
"Client Materials" means all documentation, data, software, systems access credentials, technical specifications and other materials provided by the Client to SOFTVYN for the purpose of enabling SOFTVYN to deliver the Services.
"Confidential Information" means any information that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Services, whether disclosed in writing, orally, electronically or by any other means, and which is either marked as confidential or ought reasonably to be considered confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, technical specifications, source code, architecture designs, business plans, financial information, client lists, pricing information, personnel information, and the terms of any Agreement.
"Deliverables" means the specific outputs, documents, software, configurations, reports, systems, code or other items that SOFTVYN agrees to produce and deliver to the Client as part of a Service Engagement, as described in the relevant Statement of Work.
"Intellectual Property Rights" means all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Pre-Existing Materials" means any works, software, tools, methodologies, frameworks, templates, know-how or other intellectual property owned by SOFTVYN LTD that pre-dates the relevant Service Engagement or is developed independently of the Service Engagement, regardless of whether such materials are incorporated into Deliverables.
"Services" means the professional technology and engineering services provided by SOFTVYN LTD to the Client pursuant to the Agreement, including but not limited to DevOps engineering, automation services, cloud architecture, software development, systems integration, data engineering, cybersecurity services, IT consulting, AI and machine learning integration, and digital transformation services.
"Service Engagement" means a specific, defined project or ongoing service relationship between SOFTVYN and the Client, documented in a Statement of Work.
"Statement of Work" or "SOW" means a written document agreed between SOFTVYN and the Client describing the scope of Services to be performed, the Deliverables to be produced, the timeline, the Charges and any other engagement-specific terms.
"VAT" means value added tax chargeable under the Value Added Tax Act 1994.
A Service Engagement commences with the submission of a Calibration Request or equivalent enquiry by the Client. SOFTVYN will assess the Client's requirements and, where appropriate, produce a written proposal or Statement of Work setting out the proposed scope of Services, Deliverables, timeline and Charges. A proposal or Statement of Work produced by SOFTVYN does not constitute a binding offer and is subject to revision by mutual agreement before the formation of a contract.
A binding contract between SOFTVYN and the Client is formed when: (a) the Client provides written acceptance of a proposal or Statement of Work, whether by executing a signature block on the document, by sending an email accepting the proposal, or by any other documented written confirmation; and (b) SOFTVYN provides written confirmation of its acceptance. For the avoidance of doubt, a contract is not formed by verbal acceptance alone, and SOFTVYN is not obliged to begin work until a contract has been formed and any required deposit or initial payment has been received, where applicable.
Where there is any conflict or inconsistency between these Terms and any Statement of Work or other contractual document, the following order of priority shall apply: (1) the Statement of Work or service-specific agreement; (2) any written variation agreed pursuant to Clause 5; (3) these Terms and Conditions. Unless expressly stated otherwise in the Statement of Work, the Client's own purchase orders, standard terms of purchase or other standard terms issued by the Client shall not form part of the Agreement and shall have no legal effect.
Any communications, discussions, presentations, proposals or demonstrations that occur during the pre-contract period are exploratory in nature and do not create any binding obligation on either party unless and until a formal contract is executed in accordance with this Clause 2.
The Services to be provided by SOFTVYN in respect of any Service Engagement shall be as described in the relevant Statement of Work. SOFTVYN will perform the Services with reasonable skill and care and in accordance with the standards of a competent professional providing technology engineering services in the United Kingdom. The Services will be performed by SOFTVYN or by personnel appointed by SOFTVYN, which may include subcontractors engaged in accordance with Clause 17.
SOFTVYN will commence work on a Service Engagement on the date agreed in the Statement of Work, subject to the formation of a binding contract and receipt of any required initial payment. Any timelines set out in a Statement of Work are estimates based on the information available at the time of proposal and are subject to the Client's timely fulfilment of its obligations as described in Clause 6. SOFTVYN will notify the Client promptly if it becomes aware of any circumstances likely to cause a material delay to the agreed timeline.
Deliverables will be delivered to the Client in the format and by the method specified in the Statement of Work. Where no format or delivery method is specified, SOFTVYN will use reasonable discretion to select an appropriate method. SOFTVYN reserves the right to deliver Deliverables in phases in accordance with the delivery milestones set out in the Statement of Work.
Where a Statement of Work specifies an acceptance procedure, the Client shall review each Deliverable within the acceptance period specified and either confirm acceptance in writing or provide a written notice of deficiencies within that period. If the Client fails to provide written notification of acceptance or rejection within the specified acceptance period, the Deliverable shall be deemed accepted at the expiry of that period. Where the Client identifies genuine deficiencies, SOFTVYN shall correct the identified deficiencies within a reasonable time at no additional charge. Acceptance of a Deliverable shall not be unreasonably withheld or delayed on grounds not specified in the acceptance criteria.
SOFTVYN's obligations under any Service Engagement are limited to the scope of Services and Deliverables as described in the relevant Statement of Work. SOFTVYN is not obliged to perform services, produce deliverables or take any action outside the agreed scope without execution of a Change Request in accordance with Clause 5. Nothing in these Terms or in any Statement of Work shall be construed as creating an obligation on SOFTVYN to perform services on a best-efforts basis beyond what is reasonably necessary to achieve the agreed Deliverables.
The Charges payable by the Client for the Services are as set out in the relevant Statement of Work. Charges may be structured as a fixed fee for a defined scope of work, as a time-and-materials fee calculated by reference to agreed daily or hourly rates, as a retainer for ongoing services, or as a combination of these structures, as specified in the Statement of Work. All Charges are expressed exclusive of VAT, which will be added at the applicable rate where SOFTVYN is required to charge VAT on the supply in question.
SOFTVYN will invoice the Client for Charges in accordance with the invoicing schedule set out in the Statement of Work. Where no invoicing schedule is specified, SOFTVYN will invoice at the completion of each agreed milestone or, for ongoing services, monthly in arrears. Payment of each invoice is due within thirty (30) days of the invoice date, unless an alternative payment period is specified in the Statement of Work. Payment shall be made by bank transfer to the account details specified on the invoice, unless an alternative payment method has been expressly agreed in writing.
Without prejudice to any other rights SOFTVYN may have, if the Client fails to pay any undisputed amount by the due date, SOFTVYN reserves the right to: (a) charge statutory interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, calculated on a daily basis from the due date to the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (b) claim compensation for debt recovery costs in accordance with that Act; and (c) suspend the provision of Services until all outstanding amounts have been paid in full, providing written notice of such suspension to the Client. SOFTVYN will not be liable for any loss or damage suffered by the Client as a result of a lawful suspension of Services pursuant to this clause.
If the Client wishes to dispute any element of an invoice, it must notify SOFTVYN in writing within ten (10) Business Days of receipt of the invoice, specifying in reasonable detail the grounds for the dispute. The Client must pay the undisputed portion of any invoice by the due date regardless of any dispute relating to the disputed portion. Disputed amounts will be resolved pursuant to the dispute resolution procedure in Clause 20. SOFTVYN's right to charge interest under Clause 4.3 does not apply to amounts that are subject to a genuine and properly notified dispute.
Unless otherwise agreed in the Statement of Work, SOFTVYN will charge the Client for reasonable expenses incurred in connection with the Services, including travel, accommodation and subsistence costs where on-site attendance is requested or required. All expenses will be charged at cost and will be supported by receipts where available. SOFTVYN will obtain the Client's prior written approval for any individual expense in excess of one hundred pounds (£100) and will provide monthly expense summaries where expenses are regularly incurred.
Each party is responsible for all taxes, duties and levies arising in connection with its own income, profits and assets. The Client is responsible for withholding any applicable withholding taxes on payments made to SOFTVYN to the extent required by applicable law. If the Client is required to withhold any tax from a payment, the Client will gross up the payment so that SOFTVYN receives the full amount invoiced after the withholding, unless the parties have agreed otherwise in the Statement of Work.
Where a Service Engagement runs for a period of twelve months or longer, SOFTVYN reserves the right to review and revise its Charges on each anniversary of the commencement date of the Service Engagement, by giving the Client not less than sixty (60) days' written notice of any proposed increase. Any increase will not exceed the higher of: (a) the percentage increase in the Consumer Price Index for the twelve-month period preceding the review date; or (b) five per cent (5%). For the avoidance of doubt, this Clause does not apply to fixed-fee engagements where the agreed fee covers the full defined scope, unless the engagement extends beyond its originally agreed completion date.
The parties acknowledge that requirements may evolve during the course of a Service Engagement and that changes to the agreed scope may become necessary. All changes to the scope of Services, Deliverables, timeline or Charges agreed in a Statement of Work must be agreed through the formal change control process described in this Clause 5. Neither party is obliged to proceed with a change unless it is documented and agreed in accordance with this process.
Either party may initiate a change by submitting a written Change Request to the other. A Change Request must describe the proposed change in sufficient detail to allow the recipient to assess its impact, including a description of what is proposed to change and why. Change Requests from the Client should be submitted by email to official@softvyn.wiki with the subject line "Change Request — [Project Name]".
On receipt of a Change Request, SOFTVYN will assess the impact of the proposed change on the scope, timeline and Charges of the Service Engagement and will produce a written impact assessment within five (5) Business Days of receipt, unless the change is complex, in which case a longer period may be required and SOFTVYN will notify the Client accordingly. The impact assessment will describe the proposed modifications to the Agreement that would be required to implement the change, including any adjustment to Charges or timeline.
A Change Request is implemented only when both parties have agreed in writing to the terms of the change as set out in the impact assessment, or as otherwise negotiated. A signed change order, a written email exchange confirming agreement, or any other documented written confirmation of the agreed change shall constitute a binding variation of the Agreement. SOFTVYN will not begin work on a Change Request that requires additional Charges until the change has been approved and, where required, an initial payment for the additional work has been received.
Where a change is required urgently and there is insufficient time to complete the formal change control process before work must begin, SOFTVYN may, at its discretion and with the Client's verbal or written agreement, commence work on the urgent change while the formal documentation is completed in parallel. In such cases, SOFTVYN will produce and send a written change record within two (2) Business Days of beginning the urgent work, and the Client will confirm its agreement in writing within a further two (2) Business Days.
The Client acknowledges that SOFTVYN's ability to deliver Services effectively, to the agreed standard and within the agreed timeline depends in significant part on the Client's active cooperation and timely performance of its obligations under the Agreement. The Client agrees to perform those obligations with due diligence and in a timely manner.
Where SOFTVYN requires access to the Client's systems, infrastructure, source code repositories, cloud accounts, development environments, databases or other technical resources in order to perform the Services, the Client will provide such access promptly following a written request from SOFTVYN. The Client is responsible for ensuring that all access credentials provided to SOFTVYN are valid, have the necessary permissions and are kept secure. SOFTVYN will access the Client's systems only for the purposes of performing the Services and will not use any access credentials for any other purpose.
Where the performance of the Services requires input, decisions or attendance from designated Client personnel — including at workshops, review meetings, testing sessions or handover activities — the Client will ensure that such personnel are available with sufficient notice and at reasonable times. Delays in the performance of the Services caused by the unavailability of Client personnel will not constitute a delay attributable to SOFTVYN.
The Client warrants that all information, data, specifications and documentation provided to SOFTVYN in connection with the Services are accurate, complete and current in all material respects. SOFTVYN is entitled to rely on the accuracy of Client-provided information without independent verification, and shall not be responsible for any errors or deficiencies in Deliverables that result directly from inaccurate, incomplete or misleading information provided by the Client.
Where SOFTVYN is delivering Services that require operation within the Client's technical environment, the Client is responsible for ensuring that its environment meets any minimum specifications described in the Statement of Work and for providing SOFTVYN with sufficient notice of any planned changes to the environment that may affect the Services. SOFTVYN is not responsible for delays or failures caused by changes to the Client's environment made without adequate notice.
The Client is responsible for maintaining adequate backups of all data, systems and configurations prior to and during the performance of any Services that involve changes to the Client's systems, infrastructure or data. SOFTVYN will follow reasonable precautions when performing work on live or production systems, but the Client must not rely solely on SOFTVYN to protect its data. SOFTVYN shall not be liable for any loss of data arising from the performance of the Services where the Client has not maintained adequate backups.
All Intellectual Property Rights in SOFTVYN's Pre-Existing Materials — including tools, frameworks, methodologies, templates, libraries, standard patterns, internal automation scripts and accumulated know-how — remain the exclusive property of SOFTVYN LTD. Where Pre-Existing Materials are incorporated into Deliverables, SOFTVYN grants the Client a non-exclusive, perpetual, royalty-free licence to use those Pre-Existing Materials solely to the extent necessary to use the Deliverables for the Client's internal business purposes. This licence does not include the right to modify, sub-licence, copy or distribute the Pre-Existing Materials independently of the Deliverables.
All Intellectual Property Rights in Client Materials remain the exclusive property of the Client. The Client grants SOFTVYN a non-exclusive licence to use Client Materials solely for the purpose of performing the Services under the relevant Agreement. SOFTVYN shall not use Client Materials for any other purpose and shall return or delete Client Materials on completion of the relevant Service Engagement or on the Client's written request.
Subject to Clauses 7.1 and 7.4, upon full payment of all Charges owing in respect of the relevant Service Engagement, SOFTVYN assigns to the Client all Intellectual Property Rights in any bespoke elements of the Deliverables that were created specifically for the Client and that do not incorporate SOFTVYN's Pre-Existing Materials or third-party intellectual property. SOFTVYN will execute such further documents and take such further actions as the Client may reasonably request to perfect and record this assignment.
Where Deliverables incorporate open-source software or third-party components, such components are subject to their own licence terms. SOFTVYN will identify any material open-source or third-party components incorporated in Deliverables and provide the relevant licence terms at handover. The Client is responsible for complying with all applicable third-party licence terms in relation to its use of the Deliverables. SOFTVYN does not warrant that third-party components will remain available, supported or compliant with applicable law after the date of delivery.
SOFTVYN warrants that, to the best of its knowledge and belief at the time of delivery, the Deliverables (excluding Client Materials and any elements specified or required by the Client) do not infringe the Intellectual Property Rights of any third party. In the event that a third party claims that any Deliverable infringes its Intellectual Property Rights, SOFTVYN's sole obligation shall be, at its discretion and at its expense: to modify the Deliverable to avoid infringement; to procure the right for the Client to continue using the Deliverable; or to refund the Charges paid for the infringing Deliverable and accept its return. This obligation does not apply where the alleged infringement arises from Client-specified requirements, Client Materials or Client instructions.
Each party agrees to keep confidential all Confidential Information of the other party and to use it only for the purposes of performing or receiving the Services under the Agreement. Each party agrees not to disclose Confidential Information to any third party without the other party's prior written consent, except as permitted by this Clause 8.
Each party may disclose the other party's Confidential Information: (a) to its employees, directors, contractors and professional advisors who need access to it for the purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those set out in this Clause 8; (b) as required by applicable law, regulation, or the order of a court or regulatory authority with competent jurisdiction, provided that the Receiving Party gives the Disclosing Party, to the extent permitted by law, prior written notice sufficient to enable the Disclosing Party to seek appropriate relief; or (c) to the extent that the information has entered the public domain other than through the Receiving Party's breach of these confidentiality obligations.
The confidentiality obligations set out in this Clause 8 shall survive the termination or expiry of the Agreement for a period of five (5) years from the date of termination or expiry, or indefinitely in respect of any Confidential Information that constitutes a trade secret under applicable law.
On termination or expiry of the Agreement, or at any time on the request of the Disclosing Party, the Receiving Party shall promptly return or securely destroy all physical and electronic copies of the Disclosing Party's Confidential Information in its possession or control, and certify in writing that it has done so, unless retention is required by applicable law.
Each party shall comply with its respective obligations under the UK General Data Protection Regulation, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all other applicable data protection legislation (together "Data Protection Laws") in connection with the performance of the Agreement.
Where SOFTVYN processes personal data on behalf of the Client in the course of providing Services (and where the Client is the data controller in respect of that personal data), the parties agree that they will enter into a Data Processing Agreement ("DPA") in accordance with Article 28 of the UK GDPR before SOFTVYN begins any such processing. The DPA will set out the subject matter and duration of processing, the nature and purpose of the processing, the type of personal data and categories of data subjects, and the obligations and rights of the Client as data controller. Where no separate DPA has been executed, the relevant provisions of the Agreement shall be construed to comply with Article 28 of the UK GDPR to the maximum extent practicable.
In respect of personal data collected by SOFTVYN for its own purposes in connection with its commercial relationship with the Client — such as contact details of the Client's personnel — SOFTVYN acts as an independent data controller. Such processing is governed by SOFTVYN's Privacy Policy, which is published at softvyn.wiki/privacy-policy.html.
Each party shall implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Where SOFTVYN processes personal data as a data processor on behalf of the Client, SOFTVYN's security measures shall be as described in the Data Processing Agreement.
SOFTVYN warrants that: (a) it has the full right, power and authority to enter into and perform its obligations under the Agreement; (b) the Services will be performed with reasonable care and skill, in accordance with generally accepted professional standards applicable to the provision of technology engineering services in the United Kingdom; (c) the Deliverables will substantially conform to the specifications set out in the relevant Statement of Work; and (d) to the best of SOFTVYN's knowledge as at the date of delivery, the Deliverables do not contain any malicious code or backdoors introduced by SOFTVYN.
The Client warrants that: (a) it has the full right, power and authority to enter into and perform its obligations under the Agreement; (b) it has the right to provide SOFTVYN with access to all Client Materials and systems provided for the purpose of the Services, without infringing any third-party rights; (c) the information it provides to SOFTVYN in connection with the Services is accurate and complete in all material respects; and (d) its use of the Deliverables will comply with all applicable laws and regulations.
Except as expressly set out in this Clause 10, all other warranties, conditions and terms, express or implied by statute, common law or otherwise, are excluded to the maximum extent permitted by law. Without limiting the foregoing, SOFTVYN does not warrant that the Services or Deliverables will be error-free, that the Services will be uninterrupted, or that the Deliverables will meet any requirements of the Client beyond those expressly set out in the applicable Statement of Work.
Subject to Clause 11.3, neither party shall be liable to the other under or in connection with the Agreement (whether arising in contract, tort including negligence, breach of statutory duty, or otherwise) for: (a) any loss of profits; (b) any loss of revenue; (c) any loss of business opportunity; (d) any loss of anticipated savings; (e) any loss of goodwill or damage to reputation; (f) any loss of data (save as set out in Clause 11.2); or (g) any indirect, consequential or special losses, whether or not such losses were foreseeable or the party had been advised of the possibility of such losses.
Subject to Clause 11.3, the total aggregate liability of either party to the other under or in connection with any individual Service Engagement, whether arising in contract, tort including negligence, breach of statutory duty, or otherwise, shall not exceed an amount equal to one hundred percent (100%) of the total Charges paid or payable by the Client under the relevant Statement of Work in the twelve (12) month period immediately preceding the event giving rise to the liability claim.
Nothing in the Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by applicable English law.
Each party has a duty to take reasonable steps to mitigate any loss or damage it suffers in connection with the Agreement. A party's failure to mitigate will reduce any damages to which it may otherwise be entitled.
The Client will indemnify and hold harmless SOFTVYN LTD, its directors, officers, employees, agents and subcontractors from and against any claims, losses, damages, costs and expenses (including reasonable legal costs) arising out of or in connection with: (a) any breach by the Client of its warranties, obligations or representations under the Agreement; (b) SOFTVYN's use of Client Materials in accordance with the Agreement infringing any third-party Intellectual Property Rights; (c) the Client's use of the Deliverables in a manner not permitted by the Agreement or in breach of applicable law; or (d) any claim by a third party arising from the Client's products or services which incorporate or rely upon the Deliverables.
SOFTVYN will indemnify and hold harmless the Client from and against any third-party claims that the Deliverables (excluding Client Materials and Client-specified requirements) infringe any Intellectual Property Rights of a third party, subject to the Client: (a) promptly notifying SOFTVYN in writing of any such claim; (b) giving SOFTVYN sole control over the defence and settlement of the claim; and (c) cooperating with SOFTVYN in the defence of the claim and not making any admission of liability without SOFTVYN's prior written consent.
Neither party shall be in breach of the Agreement, nor liable for any failure or delay in performing any obligation under the Agreement, where such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, governmental action, strikes or industrial action (other than by the affected party's own personnel), epidemic or pandemic, power failures, failures of third-party telecommunications services or internet infrastructure, or any other event that could not reasonably have been foreseen and which is beyond the party's reasonable control ("Force Majeure Event").
The affected party shall notify the other party as soon as practicable of the occurrence of a Force Majeure Event and its anticipated duration. The affected party shall use reasonable endeavours to minimise the impact of the Force Majeure Event and to resume performance as soon as reasonably practicable. If the Force Majeure Event continues for a period exceeding sixty (60) consecutive days, either party may terminate the Agreement by giving thirty (30) days' written notice to the other party, without liability to the other party save for payment of any Charges accrued for Services already performed up to the date of termination.
Where a Statement of Work specifies that the Client may terminate for convenience, the Client may terminate the relevant Service Engagement by giving the notice period specified in the Statement of Work. Where no notice period is specified, termination for convenience requires thirty (30) days' written notice. On termination for convenience, the Client shall pay all Charges for Services performed up to the date of termination, and SOFTVYN shall deliver to the Client all work product completed or in progress at that date.
Either party may terminate the Agreement with immediate effect by written notice if: (a) the other party commits a material breach of the Agreement that is capable of remedy and fails to remedy that breach within thirty (30) days of written notice requiring remedy; (b) the other party commits a material breach of the Agreement that is not capable of remedy; or (c) the other party becomes insolvent, is unable to pay its debts as they fall due, enters administration, liquidation or receivership, or is subject to any analogous insolvency procedure in any jurisdiction.
On termination by SOFTVYN for the Client's material breach: all outstanding Charges for Services performed and Deliverables produced up to the date of termination shall become immediately payable; the Client shall pay any reasonable demobilisation costs incurred by SOFTVYN as a direct result of the termination; and SOFTVYN shall deliver to the Client all work product completed or in progress as at the date of termination. On termination by the Client for SOFTVYN's material breach: the Client shall not be required to pay any Charges in respect of Services not yet performed; SOFTVYN shall deliver all completed work product to the Client; and SOFTVYN shall refund any Charges paid in advance for Services that will not be performed.
The following provisions shall survive the termination or expiry of the Agreement: Clause 7 (Intellectual Property Rights), Clause 8 (Confidentiality), Clause 9 (Data Protection), Clause 11 (Limitation of Liability), Clause 12 (Indemnification), Clause 16 (Non-Solicitation), Clause 20 (Governing Law and Dispute Resolution), and any other provisions which by their nature are intended to survive termination.
On termination or expiry of the Agreement, each party shall promptly return or certify the destruction of all Confidential Information of the other party in its possession, save as required for compliance with applicable legal obligations or as part of routine backup procedures where data is retained in encrypted form and cannot be accessed in the ordinary course.
During the term of any Service Engagement and for a period of twelve (12) months following its conclusion, the Client agrees not to directly solicit, recruit or engage any individual who is employed by or works as a contractor for SOFTVYN LTD and who has performed Services under the Agreement, without the prior written consent of SOFTVYN. This restriction applies to direct employment, engagement as a consultant or contractor, and any other form of direct personal engagement. This restriction does not apply to responses to general advertising or open recruitment processes in which the individual applies without targeted solicitation. Where the Client wishes to directly engage an individual covered by this restriction, the parties may negotiate a transfer fee on a case-by-case basis, which shall not exceed an amount equivalent to six months of that individual's remuneration from SOFTVYN.
SOFTVYN may, without prior consent of the Client, engage subcontractors and specialist personnel to assist in the delivery of the Services, provided that: (a) SOFTVYN remains fully responsible to the Client for the performance of the subcontracted elements as if it had performed them itself; (b) any subcontractors are bound by confidentiality obligations equivalent to those set out in Clause 8; (c) any subcontractors are not used to process the Client's personal data without compliance with the Data Protection obligations in Clause 9; and (d) the use of subcontractors does not materially diminish the quality or standard of the Services.
Neither party may assign, transfer, subcontract or deal in any other manner with any of its rights or obligations under the Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, SOFTVYN may assign the Agreement or transfer its rights and obligations under the Agreement to any successor entity in connection with a merger, acquisition, corporate restructuring or sale of all or substantially all of SOFTVYN's business, provided that SOFTVYN notifies the Client of such transfer and the Client's rights under the Agreement are not materially diminished.
The Agreement (comprising these Terms and Conditions and any Statement of Work, Change Orders and other documents incorporated by reference) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, negotiations and understandings between the parties, whether oral or written. Each party acknowledges that it has not entered into the Agreement in reliance on any representation, warranty or undertaking not expressly set out in the Agreement. Nothing in this clause shall limit either party's liability for fraud or fraudulent misrepresentation.
These Terms and any Agreement incorporating them shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or any Agreement, subject to the dispute resolution procedure described in this Clause.
The parties agree that, before commencing any formal dispute resolution process, they will attempt in good faith to resolve any dispute through direct negotiation between senior representatives of each party. The party raising the dispute shall notify the other party in writing of the nature and particulars of the dispute. Senior representatives of each party shall meet (in person or by video conference) within ten (10) Business Days of the notice and endeavour to resolve the dispute within a further twenty (20) Business Days.
If the dispute cannot be resolved through informal negotiation within the period described in Clause 20.2, the parties agree to attempt mediation before commencing litigation. Either party may refer the matter to the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediation provider. The costs of mediation shall be shared equally between the parties unless otherwise agreed.
If the dispute is not resolved through mediation, either party may commence proceedings in the courts of England and Wales. Nothing in this Clause prevents either party from seeking urgent interim or injunctive relief from the courts where necessary to protect its rights or property.
All notices and other communications required or permitted under the Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered personally to the recipient; (b) sent by email to the recipient's email address specified in the Agreement or Statement of Work and acknowledged by return (excluding automated out-of-office replies); or (c) sent by recorded delivery postal service to the recipient's registered address. Notices to SOFTVYN should be addressed to SOFTVYN LTD, 1 Northwick Avenue, Harrow, HA3 0AA, United Kingdom, or by email to official@softvyn.wiki.
If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted from the Agreement, but the validity and enforceability of the remaining provisions of the Agreement shall not be affected.
A failure or delay by either party to exercise any right or remedy provided under the Agreement shall not constitute a waiver of that right or remedy. No waiver shall be effective unless it is made in writing and signed by the waiving party. A waiver of a breach of the Agreement does not constitute a waiver of any subsequent breach.
Nothing in the Agreement creates or is intended to create a partnership, joint venture, agency, employment relationship or franchise between the parties. Neither party has authority to bind the other party in any way without its prior written consent.
The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The parties may vary or rescind the Agreement without the consent of any third party.
Any Statement of Work or other formal contract document may be executed in counterparts, each of which when executed and delivered shall constitute an original but together shall constitute one and the same instrument. Electronic signatures shall be valid and binding for all purposes.
Each party shall, at the reasonable request and expense of the other party, execute such further documents and take such further actions as may be required to give full effect to the Agreement.
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