Terms of use

These are the terms upon which Chac Ltd (registered offices at 2 Gallery Court 1-7 Pilgrimage Street, London, SE1 4LL and registered no. 10501516) agree to provide consultancy services for you. The entity with which you have engaged will be noted on our letterheads, email footers and invoices that are sent to you. If you are at all unsure as to with which entity you have engaged, please contact us and we will confirm the same. Our agreement takes effect from the date we agree to accept your instructions but these terms will apply from the date we provide you with a copy of them.

1. DEFINITIONS

1.1 “Terms” means the terms of business set out in this document and include any other terms and conditions set out or referred to in our consultancy agreement. These Terms apply to all services that you instruct us to provide and cannot be varied or amended except in writing and signed by you and us.

1.2 “Customer” (referred to throughout as ‘you’) means the person, company, firm or other legal entity named in our consultancy agreement or any other documentation.

1.3 “Consultants” will provide the customer with expertise in product design, content and marketing services.

1.4 “Design team” who could be Chac’s internal or external resources (including design specialists) whom will be contracted for the design depending on the size and complexity of the product requirements.

1.5 “Software Vendor” means a third party technical specialist identified by Chac who has the expertise and experience of building a digital product.

1.6 “Product Management Services” means the planning, scoping, on going management of the Product Design in pursuant to the Customer Specifications and Product Backlog.

1.7 “Statement of Work” (SOW) means a complete and detailed list of deliverables, agreed scope, timings, assumptions, risks and budget for the product. An SOW will be produced by Chac based on the Customer brief and any further requirements gathered at the start of an engagement.

1.8 “Purchase Order Form” means a formal document used by the Customer to order and specify the proposed Chac consultancy services.

1.9 “Finished Products” and “Product Assets” means the Custom Design user experience (including wireframes and prototype) and user interface design that will be produced.

1.10 “Product Backlog” means the detailed description of the Product specification in the form of user stories that will be produced by Chac with the customer and delivered to the Customers developers. Once Product Backlog has been produced, the Customer will be the owner of the Product Backlog.

1.11 “Infrastructure” means the hardware components necessary to deploy a Finished Product. The deployment procedure will be agreed between the Customer, Chac and if relevant the Software Vendor.

1.12 “Software Vendors Technology” means the Software Vendor’s proprietary software and code, which could be provided in the form of software as a service, used by the customer under license.

1.13 “Third Party Technology” means any third party software code / applications or tools, including any open source programming, which the Customer has proposed for their technical solution (i.e. Brightcove).

1.14 “Consultancy Services” means negotiations, account management, design oversight, sourcing and if relevant Software Vendor and quality assurance that Chac provides on behalf of the customer.

Chac provides consultancy services to customers who are agreeing to these terms and conditions when they engaged in doing business.

1.15 “Software Vendor Introduction” means:

Chac identifies a Software Vendor who hasn’t previously conducted any business transactions with the customer before
Chac outlines the services of the Software Vendor to the Customer and the Customer expresses an interest in doing business with the Software Vendor
Chac initiates an introduction in the form of an email, telephone call, face to face meeting or similar interaction between the Software Vendor and Customer
The Customer then signs an agreement with the Software Vendor for the technical parts of the product development

2.0 STATEMENT OF WORK

2.1 Statement of Work. Under the terms of business the customer agrees that the appointed and if relevant the Software Vendor will (i) perform certain Configuration Services, (ii) produce certain Finished Products (iii) and deliver such Finished Products to the customer, in accordance with the terms and specifications set forth in an applicable Statement of Work. Each Statement of Work shall also include:

(a) A mutually agreed scope, deliverables and activities describing the Product and Technical solution that is required;

(b) Technical description (features and high-level user stories);

(d) Assumptions and risks;

(e) Any other terms and conditions related to the Finished Products that the parties may deem appropriate.

2.2 Design of the Product. To the extent available, the Design will be delivered using a user centered design.

2.3 Delivery of Design. Upon the parties’ execution of a Purchase Order Form, or as soon thereafter as is reasonably possible, Chac will provide the customer with all the Design necessary to deliver its services hereunder.

2.3 Software as a Service. Upon the parties’ execution of a Purchase Order Form, or as soon thereafter as is reasonably possible, Software Vendor may provide the customer with access to their software via the web or similar, to be used under the terms and conditions of the Technical Partners own licensing agreement.

2.5 Project Management. Each party will designate two contact persons who will be primarily responsible for coordinating and overseeing such parties activities under this Agreement; one of whom will act as a primary commercial contact and one of whom will act as a technical liaison with the other party for purposes of administering this Agreement.

Every project will have a certain level of project management applied (minimum of 5%) to it to ensure a consistent, structured and risk managed approach to all Technical Partner product delivery. The project management approach which the customer agrees to follow has been set forth in the Approach.

The Customer will provide full access to the customer product team to ensure the Technical Partner can have complete visibility.

3.0 ORDERING AND APPROVALS

3.1 Purchase Order. All orders shall be fulfilled in strict accordance with the applicable Purchase Order. The terms of business shall apply with respect to all orders.

3.2 Estimates. Chac will produce an estimate based on the requirements provided by the customer at the beginning of every business engagement. The estimate will be based on the information provided by the customer at the time of briefing. Chac will make any assumptions necessary to produce the level of cost which will be required to effectively scope, plan and manage the delivery of the finished product.

The customer accepts the estimate will provide an indicative upper and lower level of effort and related budget required for delivery, and that a more accurate cost estimate can only be produced when the customer has approved the Product Backlog containing the detailed user stories.

3.3 Approvals. All documentation (i.e. agreements) submitted by Chac to the Customer will be managed through the DocuSign software tool to ensure document management and auditing can be utilised.

3.4 Delivery. The delivery for the Finished Products will set forth in the applicable Statement of Work.

3.5 Specification Changes. During the engagement the Customer may request changes to the Specifications for the Finished Products (a “Change”) by delivering to Technical Partner a written change request (an “CR”) describing the changes and the proposed date of such changes. Within five (5) business days following receipt of an CR, Chac will advise Customer in writing regarding any change in cost or delivery schedules resulting from the CR. If Customer agrees to proceed with such change, the Technical Partner will acknowledge to the customer of such an agreement in writing (a “Change Order”) which in turn will be signed by the Customer.

If Technical Partner does not receive written confirmation of Customers agreement to proceed with the Change within thirty (30) days following Customers receipt of the change in cost in delivery, if any, on account of such CR, the CR will be deemed cancelled.

4.0 INTELLECTUAL PROPERTY RIGHTS

4.1 Pre-existing Rights. All intellectual property rights that are owned or controlled by the Customer, Chac or Technical Partner or its licensors at the commencement of the business engagement will remain under the ownership or control of such party throughout the engagement and thereafter.

4.2 Ownership of product asset rights. The Customer will own the assets produced within the finished product. The Technical Partner shall handover all product assets following delivery of the finished product to the Customer.

5.0 INVOICING AND PAYMENT DEFINITIONS

5.2 Invoices. When a proposal has been approved or a change order approved, the Customer agrees to raise a Purchase Order within five (5) working days.

5.2 Payment. The Customer will pay the Technical Partner for the Software Services as outlined in the proposal and Statement of Work.

5.3 Payment Terms. The purchase price for the Software Services will be invoiced 50% on signing of the Purchase Order and 50% upon completion and invoices are due thirty (30) days from date of receipt of invoice. The Technical Partner will be responsible for paying any applicable sales tax, excise tax or value-added tax on the transaction.

5.4 Payment Systems. The Customer will pay the Technical Partners invoice using the designated Chac online remittance payment service. The online remittance payment service will be authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issuing of electronic money.

Chac will provide the details of the designated Chac online remittance payment service to the Customer on the signing of the full consultancy agreement, at the beginning of the first Customer and Technical Partner business transaction.

6.0 INTEREST

6.1 Interest on late payments. Unless otherwise agreed in writing, in default of payment by the Customer within 21 days of delivery of an invoice, interest will be chargeable upon outstanding invoices at the rate of 6% above the Bank of England minimum lending rate from time to time from the date of our invoice until payment.

7.0 TERMINATION

7.1 Termination. Either party may terminate upon notice in writing to the other in the event that such other party shall breach or be in default of any of the covenants, obligations, warranties, representations, terms or conditions of these terms of business and (if capable of cure) such other party fails to cure such breach or default within fifteen (15) days after written notice thereof from the party not in default. Such notice shall provide in reasonable detail the basis upon which the breach is claimed. Chac may terminate this agreement for convenience with thirty (30) days notice.

7.2 Effect of Termination. Expiration or termination of terms of business shall not relieve the parties of any obligations due at the time of such expiration or termination, nor shall such expiration or termination prejudice any claim of either party accrued on account of any default or breach by the other.

Upon expiration or termination of this Agreement: a) each party shall immediately return to the other party, if requested to do so, or destroy, all project materials, related collateral and all Confidential Information supplied by the Customer ; b) the obligations of the parties under this Agreement which by their nature would continue beyond the expiration or termination of this Agreement shall survive any expiration or termination of this Agreement; c) all customer agreements then in force will remain in effect and all payments to Chac will continue under such agreements until such customer agreements are terminated.

8.0 INDEMNITY

8.1 Level of Indemnity. You agree to indemnify us against all costs, claims, charges and expenses, which we shall incur by reason of (but not limited to):

(a) Use of any of our work for purposes other than those agreed by us.

(b) Misrepresentation by you or with your authority to third parties of advice given by us.

8.2 Use of Materials. You also agree to indemnify us against any and all damages or liability suffered by us, arising from the use by us of material provided by you to us the copyright of which is vested in a third party.

9.0 LIMITATION OF LIABILITY

IN CONNECTION WITH THESE TERMS OF BUSINESS, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, IN ANY WAY ARISING FROM EITHER PARTY’s PERFORMANCE OR NONPERFORMANCE OF THIS BUSINESS ENGAGEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SHALL NOT APPLY UNDER SECTION 9 OF THIS BUSINESS ENGAGEMENT.

The appointed Technical Partner undertakes full responsibility for delivering the Finished Product as per the Product Backlog or the Software as a service under the licensing terms. In the event the Technical Partner is unable to meet their obligation of delivery or service, the Technical Partner accepts full liability for damages, costs, loss and managing the handover to a newly appointed Technical Partner.

The Customer undertakes full responsibility for ownership of the Product Backlog and the customer accepts their approval of user stories is what the Technical Partner will deem as the specification to develop the customer’s software against.

In the event a new Technical Partner is required, the original and appointed Technical Partner will complete a fully comprehensive handover with the new Technical Partner.

10. CONFIDENTIALITY

10.1 Each party acknowledges that the other party may disclose certain technical, financial, or business information that such other party considers to be confidential and proprietary, including, without limitation, the names and contact information of current and prospective customers, technical data, or know-how of either party and any information, technical data, or know-how derived from the information, technical data, or know-how of either party, all mailing lists, proprietary data, product designs, product plans, capabilities, research, specifications, algorithms, program code, software systems and processes, Software configuration information, information regarding existing and future technical, business and marketing plans and product strategies, finances, and the identity of actual and potential customers and suppliers (“Confidential Information”), and that the unauthorized use or disclosure of any such Confidential Information by the party using such Confidential Information (the “Receiving Party”) would cause irreparable financial and other damages to the disclosing party (the “Disclosing Party”). During the Terms and for a period of three (3) years following termination, the Receiving Party agrees not to disclose to any third party, use or duplicate any Confidential Information of the Disclosing Party, except as expressly permitted in this Agreement. The Receiving Party will limit the disclosure of all such Confidential Information to those of its employees and agents who have a need to know such Confidential Information for the performance of this Agreement. The Receiving Party further agrees to take all reasonable measures to maintain the confidence of all such Confidential Information in its possession or control, which measures will in no event be less than the measures that the Receiving Party takes to protect its own confidential and proprietary information of similar importance.

10.2 Confidential Information will not include information that: (a) is in or enters the public domain without breach of this Agreement; or (b) the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (c) the Receiving Party develops independently, which it can prove with written evidence; or (d) Information that the Receiving Party is required by law or regulation to disclose.

10.3 All parties shall follow best practice information governance practices to include: Locking all confidential customer information in a secure cabinet at the end of each day; shredding all confidential customer information when no longer required; locking employee desktops when away from desk for more than 1minute; non disclosure of passwords to other employees or persons verbally or written.

10.4 The particular terms and conditions of this Agreement are confidential and shall not be disclosed to any third party by either party without the prior, written consent of the other.

11.0 NON-SOLICITATION

11.1 The Customer will not on their own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of 12 months from, the end of an engagement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any of our and/or any Technical Partner or Chac employees, directors, members or consultants who have worked on the Services. In the event of any breach of this clause, you shall be liable to pay damages of one year’s gross remuneration of such employee, director, member or consultant and you agree that this is a reasonable pre-estimate of our loss arising from the breach of this clause.

12.0 EXPENSES

12.1 We will provide you with an estimate of disbursements and expenses prior to incurring them. Such items include but are not limited to travel, printing, photography, photocopying and data services, research and any other regulatory fees.

12.2 Disbursements and expenses may be charged to you as soon as they are ascertained or incurred.

12.3 You agree to indemnify us against any liability on our part in respect of such disbursements and expenses.

13.0 PROFESSIONAL LIABILITY INSURANCE

13.1 Chac shall maintain the professional liability insurance required by law as per the following:

(a) Employers Liability with limits of at least £1,000,000; and

(b) Public Liability with limits of at least £1,000,000; and

14.0 WARRANTY

14.1 The Technical Partner shall honour a minimum of 30 days of warranty on all issues that are found on a product after launch. They will fix any issues within the timeframe agreed between the Technical Partner and the Customer.

15.0 MISCELLANEOUS

15.1 Assignment. The rights and/or obligations contained in an engagement may not be assigned, delegated or otherwise transferred by either party (except to a direct or indirect parent or subsidiary, or purchaser of all or substantially all the assets of such party) without the prior written approval of the other party, provided, however that either party may assign this agreement in connection with a change of control or a sale of all or substantially of the assets of either party. No assignment or delegation shall relieve either party of liability for its obligations hereunder.

15.2 Governing Law. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of England. Venue for any and all disputes arising out of this Agreement shall be non-exclusive jurisdiction of the English courts.

15.3 Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

15.4 Relationship Between Parties. In all matters relating to these terms of business, each party will act as an independent contractor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, or in any other capacity.

15.5 Notices. All notices required to be sent hereunder shall be in writing, sent to the addresses above with a copy to legal counsel at the same address, or to such other address as a party may designate in writing as set forth herein, and shall be deemed to have been given: (i) upon delivery, if delivered personally, by electronic mail with confirmed receipt, or (ii) two (2) days after the date of deposit with an internationally recognized overnight courier.

15.6 Force Majeure. No delay, failure, or default in performance of any obligation of either party hereunder shall constitute a breach of these terms of business to the extent caused by Force Majeure. The term “Force Majeure” shall be defined to include fires, earthquakes, or other casualties or accidents, acts of God, severe weather conditions, strikes or labour disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency, or any other event beyond the reasonable control of a party.

15.7 Dispute Resolution Process In the event of any disagreement regarding performance under or interpretation of these terms of business and prior to the commencement of any formal proceedings, the parties shall first reasonably attempt in good faith to reach a negotiated solution by designating representatives of appropriate authority to resolve the dispute(s) (through non-binding mediation or otherwise) in a timely and expeditious manner. Nothing in this Agreement shall be construed to restrain the parties from pursuit of equitable relief through any court of competent jurisdiction for any breach of Section 11 of this Agreement.

15.8 Cumulative Rights. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and in addition to the respective party’s other rights and remedies available at law and/or equity.

15.9 Entire terms of business. These terms sets forth the entire agreement between the parties and supersedes prior proposals, agreements, and representations between them, whether written or oral relating to the subject matter of this Agreement. This Agreement may be modified only by a writing signed by an authorised representative of each party.