These terms and conditions (“Terms”) apply to any statement of work (“SOW”) or services provided to our client named in the SOW (“you”) by Appetite for Business Ltd, with company number SC530648 and registered office address at Davidson House Innovation Park, Campus One, Bridge Of Don, Aberdeen, Grampian, AB22 8GT (“we”, “us”, “our”).
All other definitions used in these Terms are set out in Schedule 1.
The Skills Terms apply only to Skills Services, if those are detailed in a SOW.
IT IS AGREED AS FOLLOWS:
1.1 Following your request for services, we shall set out the commercial details of our Services in a SOW which will be prepared by us (with your assistance if necessary) and which forms our offer to provide the Services.
1.2 A SOW will be accepted and bind the parties only when signed by both of us or when you request us in writing to commence the Services following receipt of the SOW and when we agree to do so.
1.3 Each SOW shall constitute a separate, legally binding agreement between us and shall incorporate and be subject to these Terms. The Appointment Letter, each SOW and these Terms shall constitute the entire agreement between you and us in respect of the Services and shall supersede and replace all previous agreements, warranties, purchase orders, representations, indemnities and understandings between us, whether written or oral, relating to the Services.
1.4 We may agree additional terms and conditions in a SOW that are to apply to those specific Services. The additional terms and conditions in the SOW shall override any conflicting term in these Terms.
1.5 If we provide any Services at your written request and without a signed SOW in place, then these Terms shall apply to those Services.
1.6 The Price, timelines and our performance of the Services shall be subject to any assumptions and dependencies set out in the SOW.
1.7 If we encounter unforeseen developments or resource constraints that materially affect the timeline, we shall promptly notify you and propose revised milestones in good faith. We will not be liable for any costs or losses arising from such rescheduling, provided we use reasonable efforts to mitigate the delay.
2.1 You undertake to:
2.1.1 promptly provide us with Your Materials and ensure that Your Materials are complete, accurate in all respects and fit for the intended purpose that we are required to use them for and we may rely on such materials as-is without independent verification, unless otherwise agreed;
2.1.2 comply with all applicable laws;
2.1.3 notify us immediately of anything you become aware of which may impact our provision of the Services;
2.1.4 cooperate with us in all matters relating to the Services and the SOWs and generally act in good faith to enable us to achieve the agreed common purpose for the Services;
2.1.5 maintain all necessary licences, permissions and consents which may be required for us to use Your Materials in the Services and for us to perform the Services; and
2.1.6 take part in regular review meetings of the performance of the Services (including reviewing the assumptions and dependencies) as set out in a SOW and/or at our reasonable request.
2.2 If our performance of the Services is prevented or delayed by any of your own acts or omissions (“Delay”) then we may, and without limiting our other rights or remedies, suspend performance of the Services on written notice to you until you remedy the Delay.
2.3 If we are prevented from performing any part of our Services due to any Delay or any third-party act or omission (“Third-Party Delay”), you shall in good faith approve any revised milestones that are necessary for us to perform the Services. We will not be liable to you for any loss or delay which impacts you from a Delay and/or a Third-Party Delay.
2.4 In providing us with Your Materials, you shall ensure that Your Materials are sufficient to allow us to perform the Services.
2.5 We shall have the right to re-quote the cost of the Services in the event of any failure by you to conform with these Terms.
2.6 To the extent that any SOW details any Skills Services which includes any training to be provided by us to you, unless stated otherwise in the relevant Skills Services Re-Quote Date (as defined in the SOW), the training must be completed within 3 months of the relevant SOW detailing such training required. If the training is not completed within 3 months (or such other period specified in the relevant SOW), we shall have the right to re-quote for such training.
2.7 If you alter your IT environment in a way that may affect our Services (including migrating a Data Source, upgrading software, or changing hosting), you must notify us in writing as soon as possible:
2.7.1 if you know of such changes at the time of signing the SOW, you must list them in the SOW;
2.7.2 we may pause or adjust the Services, including timelines and pricing, and invoice you for any additional costs caused by these changes; and
2.7.3 we exclude liability for delays or losses resulting from undisclosed changes.
2.8 Where Services involve your software, data, or IT environment, we may perform a data/environment audit if needed:
2.8.1 you will be invoiced for any audit-related fees, which may be set out in the SOW or a revised SOW; and
2.8.2 if the audit reveals undisclosed issues that increase the scope of the Services, we may re-quote or charge additional fees as required.
3.1 As part of our Services we may manage the delivery of any third-party services which are necessary for the fulfilment of the overall project as detailed in the SOW.
3.2 Either party may suggest a Recommended Supplier to carry out specific services that we do not perform ourselves, as part of the overall delivery of the project detailed in the SOW.
3.3 Where you approve a Recommended Supplier, you will either enter a direct contractual relationship with that supplier, or on occasion and with your explicit authority, we may act as the principal contracting party and engage the Recommended Supplier.
3.4 Where we contract as principal contracting party with the Recommended Supplier, we shall ensure that our contract with the Recommended Supplier allows for third party enforcement by you and that you have the benefit of any warranties and representations made by the Recommended Supplier. You shall be responsible for ensuring that we are in receipt of all funds payable to the Recommended Supplier on commencement of the contract with the Recommended Supplier.
3.5 We are not liable for the actions, omissions or negligence of any Recommended Supplier, including, but not limited, to Microsoft (as defined below).
3.6 You acknowledge that Microsoft 365 is a third-party software platform provided by Microsoft Corporation (“Microsoft”) and is subject to Microsoft’s own licence terms, service levels, and availability. We do not warrant or guarantee the performance, reliability, or continued availability of Microsoft 365 or any of its features, nor the timeliness or consistency of updates, maintenance, or support provided by Microsoft.
3.7 In addition to any limitations of liability set forth in the Agreement, we shall not be liable for any loss or damage (whether direct or indirect), including without limitation any incidental, special, consequential, or exemplary (punitive) damages, arising out of or in connection with the performance, non-performance, or unavailability of Microsoft 365. This includes, but is not limited to, loss of profits, loss of data, lost savings, or business interruption.
4.1 In consideration for the Services, you shall pay the Price, which may be calculated on the basis of time and materials, fixed price, value-based pricing, or any combination of these, as agreed in the SOW or otherwise in writing.
4.2. Payment Structure
4.2.1 Contract Value Under £5,000: If the total Price is less than £5,000, you shall pay 100% of the Price upfront (or as set out in the SOW) before work commences.
4.2.2 Contract Value £5,000 or More: If the total Price is £5,000 or more, you shall pay 50% upfront (or as set out in the SOW) prior to commencement, and the remaining 50% upon the earlier of (i) completion of the Services, or (ii) any milestone event specified in the SOW.
4.3 Where we agree to work under a value-based pricing mechanism, you agree to share all necessary data to verify whether the expected value (e.g., revenue increase, increased website or application usage, or business valuation uplift) has been achieved.
4.4 We will invoice you as set out in the SOW (taking into account Clause 3), and you shall pay each invoice without deduction or set-off, together with any applicable VAT, within 30 days of the invoice date. If you fail to pay on time, we may suspend our obligations under the SOW on written notice, and will not be liable for any resulting damage, loss, or expense.
4.5 We shall be entitled to charge interest on any overdue payment under this Clause 4 in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended by the Late Payment of Commercial Debts Regulations 2013/395).
4.6 We may charge you additional fees (either in a revised SOW or otherwise in writing) if:
4. 6.1 you request additional services not specified in any SOW;
4.6.2 additional services arise due to a Delay on your part; and/or
4.6.3 we incur reasonable additional expenses in carrying out the Services or any extras.
4.7 Any necessary and reasonable expenses we incur in performing the Services may be invoiced as they arise, and we will provide copies of receipts upon request.
4.8 If any SOW details Skills Services (including training), we reserve the right to invoice for those Services prior to delivery, unless agreed otherwise in the SOW.
4.9 Where an SOW specifies a monthly retainer for ongoing Services, we will invoice the retainer in advance at the start of each month (or as otherwise set out in the SOW
4.10 The monthly retainer is non-refundable, including if the Services or this Agreement are terminated partway through a month. We may retain any sums already paid for work performed up to the date of termination.
4.11 The retainer covers the number of house of Services per month set out in the applicable SOW (or a fixed scope described in the SOW). Work beyond that limit shall be charged at our standard hourly rate (or otherwise specified).
4.12 You shall pay each monthly retainer invoice within 30 days of its date (or in accordance with any agreed schedule). If payment is not made on time, we may suspend Services.
4.13 Unless stated otherwise in the SOW, unused hours or scope from one month do not roll over to subsequent months.
4.14 The monthly retainer arrangement shall commence on the date specified in the SOW (the “Commencement Date”) and continue for an initial 12-month period (“Initial Term”). During this Initial Term, you may not terminate the monthly retainer.
4. 15 At the end of the Initial Term, the monthly retainer arrangement shall automatically renew for successive 12-month periods (“Renewal Terms”), unless you provide written notice of non-renewal at least three (3) months prior to the end of the then-current term.
4. 16 During any Renewal Term, either party may terminate the monthly retainer arrangement by giving three (3) months’ written notice. If notice is provided mid-month, you remain responsible for the full retainer for that month, and no pro-rata refund shall apply.
4.17 Unless expressly stated otherwise in this Agreement, all retainers paid under any monthly retainer arrangement are non-refundable, including if the monthly retainer is terminated mid-month.
4.18 On each anniversary of the Effective Date (or as otherwise stated in the SOW), we may increase our fees by either (i) 10%, or (ii) the percentage increase in the applicable inflation index over the preceding 12-month period, whichever is greater. We will provide you with at least 30 days’ written notice of any inflation-based increase before it takes effect.
4.19 If, at any time, our underlying costs for materials, components, or third-party services used in delivering the Services increase significantly (e.g., due to supplier price hikes, currency fluctuations, or newly imposed taxes/duties), we may adjust the relevant portion of the Price to reflect the additional cost. We will notify you in writing at least 30 days before such an increase takes effect, including a reasonable explanation of the cost changes.
4.20 If you do not agree to the adjustment, you may terminate the affected Services upon written notice within that 30-day period, provided that you pay for all Services rendered up to the termination date.
4.21 Any price increase under this Clause 4 shall not apply retroactively to work already completed or invoiced; it will only apply to future deliverables, milestones, or ongoing Services after the notice period expires.
5.1 All Intellectual Property in Your Materials shall continue to belong to you or your licensors. You grant us (and/or will procure the grant of) a worldwide, royalty-free, on-exclusive licence to use Your Materials for all purposes related to the SOW and the Services.
5.2 Subject to full payment of the Price for each Deliverable, we grant you a non-exclusive, worldwide, perpetual, royalty-free licence to use the Deliverables in accordance with any licence terms stated in the SOW:
5.2.1 if the SOW specifies additional usage limitations (e.g., exclusivity, duration, media, or territory), those limitations apply;
5.2.2 if the SOW is silent, then by default the licence is non-exclusive, worldwide, perpetual, royalty-free, and for your internal business purposes only; and
5.2.3 you shall not sub-license, sell, rent, or otherwise distribute the Deliverables or any embedded Appetite IP to third parties without our prior written consent.
5.3 We may from time to time explicitly agree, in writing, to transfer ownership of certain intellectual property rights in the Deliverables to you by way of a separate assignation of copyright. However:
5.3.1 Appetite IP (i.e., our pre-existing or generic code, scripts, methodologies, and any intellectual property we own independent of this Agreement) remains ours. Where Appetite IP is embedded in the Deliverables, you receive a licence (as per clause 5.2) to use it, but you do not own it. We may include additional restrictions or usage rights in the SOW relating to that Appetite IP; and
5.3.2 any third-party materials we use remain vested in the third-party proprietor. You may only use such materials under the terms applicable to them (e.g., open-source licences, stock imagery licences). We make no warranties or undertakings regarding third-party materials, which are provided solely subject to the third party’s own terms.
5.4 Save as set out in clause 5.3, we retain ownership of all Intellectual Property created by us in performance of the Services, including (but not limited to) ideas, know-how, methodologies, processes, proposals, and techniques. Where such IP predates or exists outside this Agreement, it is deemed Appetite IP and remains our exclusive property. Your licence under clause 5.2 extends only to using Appetite IP embedded in the Deliverables for your internal business purposes.
5.5 If we have provided you Software Services (including any software licences under our account) and you terminate or revoke our access, we reserve the right (at our discretion) to invoice you in full for all charges associated with that software. If such charges remain unpaid, we may take all reasonable steps (including entering your premises or systems) to remove or disable software that we provided.
6.1 Each party undertakes that it will keep secret and confidential the terms of a SOW and any information supplied by either party in connection with the business of the other and in connection with the Services and shall only disclose such information (except to its own employees and advisors as well as any appropriate suppliers and/or contractors and then only on a need to know basis) with the other party’s prior written consent provided that this clause shall not extend to information which was and can be shown to be rightfully in a party’s possession prior to the commencement of the negotiations leading to a SOW or which is in the public domain (other than as a result of a breach of this clause).
6.2 We may use your logo, name, and any relevant assets created under the Services (e.g., text, imagery, audio, or video) for marketing and promotional purposes — including on our website, social media, presentations, and case studies. We will not disclose confidential details, and we will comply with your brand guidelines if provided:
6.2.1 if you do not consent to such usage, please notify us in writing, and we will refrain from or promptly remove any references; and
6.2.2 we may include your name on a general client roster (without disclosing confidential information) unless you specifically request otherwise.
6.3 A party’s confidentiality obligations shall not prevent any disclosure required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction, including for the purposes of:
6.3.1 reporting a suspected criminal offence to the police or any law enforcement agency;
6.3.2 cooperating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or
6.3.3 doing or saying anything that is required by HMRC or a regulator, ombudsman, or supervisory authority
7.1 Each party will comply with all requirements of the Data Protection Legislation applicable to it. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the Controller and we are the Processor. Clause 7.6 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of Personal Data and categories of Data Subject.
7.3 Without prejudice to the generality of 7.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
7.4 Without prejudice to the generality of 7.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this Agreement:
7.4.1 process that Personal Data only on your documented written instructions unless we are required by Domestic Law to otherwise process that Personal Data. Where we are relying on Domestic Law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits us from so notifying you;
7.4.2 ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
7.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
7.4.4 not transfer any Personal Data outside of the UK unless your prior written consent has been obtained and the following conditions are fulfilled:
(a) you or us have provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(d) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;
7.4.5 assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.4.6 notify you without undue delay on becoming aware of a Personal Data Breach;
7.4.7 at your written direction, delete or return Personal Data and copies thereof to you on termination of the Agreement unless required by Domestic Law to store the Personal Data; and
7.4.8 maintain complete and accurate records and information to demonstrate compliance with this clause 7.
7.5 You consent to us appointing third-party processors of Personal Data under this Agreement. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement and in either case which we confirm reflect and will continue to reflect the requirements of the Data Protection Legislation. We shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 7.
7.6 For the purposes of the Data Protection Legislation, the processing of personal data to be carried out by us on your behalf shall be as follows:
7.6.1 Subject Matter and Duration of Processing: For the delivery of the Software and Services;
7.6.2 Nature and purpose of processing: As necessary for the delivery of the Software and Services;
7.6.3 Type of Personal Data: Names: contact details and such other data as is provided by you or on your behalf in the context of your receipt of the Software and Services;
7.6.4 Categories of Data Subject: Your employees, contractors and other nominated end users of the Software and Services.
7.7 You shall ensure that any personal data stored in the Microsoft 365 environment is done so lawfully, and we exclude any liability for data you upload or processes you run in that environment.
8.1 We warrant that:
8.1.1 we shall supply the Services with reasonable skill and care;
8.1.2 we shall provide the Services in accordance with industry practice;
8.1.3 we shall not infringe any third-party Intellectual Property in the Services;
8.1.4 the result of our Services will achieve the intended outcome to the best of our professional knowledge and experience, however no guarantee is given by us; and
8.1.5 in respect of Software Services, for a period of 30 days from completion of the User Acceptance Testing Period, any developed software will conform to your specification as set out in the SOW.
8.2 You warrant that you own or have sufficient licences to the Intellectual Property Rights in Your Materials and any content you provide us under this Agreement.
8.3 Each party represents, warrants and undertakes to the other that it has the power and authority to enter into the Appointment Letter, the Terms and a SOW and to perform fully their obligations hereunder and that it has not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other party of its rights under this Agreement.
8.4 Except as expressly stated in these Terms, we do not give any other warranty in respect of the Services or Deliverables and all other warranties, whether express or implied, are excluded to the fullest extent permitted by law.
8.5 We do not warrant or guarantee uninterrupted or error-free operation of any third-party products or services.
9.1 Nothing in the Terms or SOW shall exclude or limit liability for fraud or death or personal injury caused by negligence.
9.2 Subject to clause 9.1 above, our aggregate liability to you for any and all loss or damage direct or otherwise and howsoever caused whether in delict / tort, contract or otherwise, that is not or cannot be excluded, shall not exceed 110% of the Price payable to us under a SOW or Services where the liability arose in the preceding twelve (12) months.
9.3 Without limiting the foregoing, neither party shall be liable for (whether in an action in contract or delict / tort or otherwise) and gives no warranty or representation in respect of any loss that is:
(a) indirect, incidental, special, or consequential losses or damage;
(b) loss of profits;
(c) loss of business;
(d) loss of or damage to or corruption of data (except to the extent that we had an express responsibility to prevent loss of damage to or corruption of data under a SOW);
(e) loss of goodwill;
(f) loss of opportunity; or
(g) loss of revenue.
9.4 Nothing in this clause 9 shall limit or remove your obligation to pay us the Price for the Services.
10.1 Either party may terminate a SOW in the event that the other party materially breaches any term (including non-payment of any sum due) and fails to remedy the same within 28 days of receiving written notice setting out the required reasonable remedy.
10.2 A party may terminate a SOW immediately upon written notice to the other party if the other party:
(a) ceases 9on business in the normal course;
(b) calls a meeting of its creditors or make a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986;
(c) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) has a trustee, receiver, administrative receiver, or other similar officer appointed in respect of all or any part of its business or assets;
(e) is wound up or is subject of an administration order.
10.3 On termination, all outstanding invoices must be paid immediately for Services provided. We shall be entitled to a pro rata element of the Price and you may be entitled to a pro rata refund of any sums paid to us in advance in the event of any early termination and based on the level of work carried out by us prior to termination.
10.4 Any provision of these Terms, that expressly or by implication is intended to come into or continue in force on or after termination of the Terms, shall remain in full force and effect.
11. 1 During the Agreement and for 12 months after its expiry or termination, you will not:
11.1.1 solicit, or seek to solicit our Recommended Supplier(s) only where they provide services that we can provide and/or any of our personnel;
11.1.2 entice, or seek to entice, any of our personnel and/or Recommended Supplier(s) to transfer Services away from us that we would be delivering; or
11.1.3 employ or contract with any of our personnel.
11.2 For the purposes of clause 11.1, the terms “solicit” and “entice” do not include searches for employees through recruitment efforts that are not otherwise focused on persons employed by us or that are partnered with us.
11.3 In the event that you breach clause 11.1, then you agree to pay us an amount equal to 150% of that person’s salary and benefits package, which you and we both agree is a genuine pre-estimate of the actual losses that we shall suffer if you breach this.
12.1 Time is not of the essence in relation to our delivery of the Services and any dates are estimates only.
12.2 No variation of a SOW shall be valid unless it is in writing and signed by or on behalf of all parties. Any variation to the level or type of Services will be agreed by the parties in writing or in accordance with any process set out in an applicable SOW.
12.3 Nothing in the Terms shall be deemed to constitute a partnership or agency relationship and neither of the parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other.
12.4 If at any time any part of the Terms is or becomes unenforceable, such part will be construed as far as possible to reflect the parties’ intentions or removed from the Agreement and the remainder of the provisions will remain in full force and effect.
12.5 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.6 Neither party shall in any circumstances be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to a Force Majeure Event.
12.7 You shall not assign a SOW in whole or in part without our prior written consent.
12.8 In the event of a dispute or claim arising in relation to a SOW, the parties will aim to settle such dispute or claim in the first instance via negotiation prior to commencing any legal action.
12.9 This Agreement is made and shall be construed in accordance with the laws of Scotland and the parties submit to the exclusive jurisdiction of the courts of Scotland.
| Appetite IP | our pre-existing Intellectual Property that predates these Terms and/ or a SOW (and any changes or adaptations to it we make whilst providing any of the Services) and anything we create which is of general use and applicability to our services; |
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures | as defined in the Data Protection Legislation; |
| Data Protection Legislation | all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party; |
| Data Source | a data source used by you in the normal course of business to which we require access to in order to perform the Services; |
| Delay | any delay or prevention of our delivery of the Services caused by your act or omission; |
| Deliverables | the approved, final versions of the deliverables as set out in an applicable SOW, such approval not to be unreasonably withheld, delayed or conditioned; |
| Domestic Law | means the law of the United Kingdom or a part of the United Kingdom; |
| Force Majeure Event | any cause affecting, preventing or hindering the performance by a party of its obligations under this Agreement arising from acts, events, omissions or non-events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster, but excluding any industrial dispute relating to you, your personnel or any other failure in your supply chain; |
| Intellectual Property | patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, 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 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; |
| Price | the sums payable to us by you as set out in the SOW and/or as set out in these Terms; |
| Recommended Supplier | the third parties designated in a SOW or as agreed between the parties in writing to provide services to the Client as part of the project set out in the SOW; |
| Security Services | the agreed security services provided by us to you as set out in the SOW, or as provided from time to time, and subject to these Terms; |
| Services | the agreed services to be provided by us to you as set out in the SOW, or as provided from time to time, and subject to these Terms, which may include Security Services, Skills Services, Software Services, Strategy Services, Support Services, and/or other services; |
| Skills Services | the agreed skills and / or training services provided by us to you as set out in the SOW, or as provided from time to time, and subject to these Terms; |
| Software Services | the agreed software services provided by us to you as set out in the SOW, or as provided from time to time, and subject to these Terms; |
| Skills Terms | means the terms and conditions applicable to the Skills Services, as set out in Schedule 2; |
| SOW | the written specification document, being either a statement of work, scope of work or quote, which sets out the Price, type, level or kind of Services and the Deliverables in response to a request for Services from you; |
| Strategy Services | the agreed strategy services provided by us to you as set out in the SOW, or as provided from time to time, and subject to these Terms; |
| Support Services | the agreed support services provided by us to you as set out in the SOW, or as provided from time to time, and subject to these Terms; |
| Third-Party Delay | any delay or prevention of our delivery of the Services caused by a third-party act, event or omission outside of either party’s reasonable control; |
| UK GDPR | has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018; |
| User Acceptance Testing Period | the period as specified in the SOW during which the user acceptance testing will be carried out; |
| Your Materials | such information, text, materials, data, designs, instructions and any other content provided to us by you in an accessible and usable format to be used as part of the Services. |