Our Terms and Conditions have been updated following advice from our lawyers to align them with industry standards and to ensure compliance with our professional insurances.
We really don’t like long documents, so have made them as simple as possible within the legal requirements. We’ve also tried to ensure that they are fair and transparent as well.
We do recommend your IT Manager/advisor or Operations Manager read these and let us know if there are any questions.
These standard terms and conditions (the “Terms”) apply to the supply of deliverables by Grace Solutions Ltd (company number 06463651) whose registered office is Future Business Centre, Kings Hedges Road, Cambridge, CB4 2HY (“We” or “Us”) to you. These Terms apply to any proposal or quote (“Proposal”) issued by Us and, in the event there is a conflict between these Terms and the Proposal, these Terms shall override unless explicitly stated otherwise in the Proposal. Together a signed Proposal(s) and these Terms form the “Contract”.
1. The Contract
1.1 The “Deliverables” are as detailed in the Proposal and we shall supply the Deliverables to you in accordance with the Proposal and subject to these Terms.
1.2 You must make sure that the Proposal is correct and you have read these Terms.
1.3 When both parties sign the Proposal, the Contract (which includes these Terms) is binding.
1.4 This Contract is our entire agreement. No previous statements or representations that We have made to you form part of the contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
1.5 If We have given you a Proposal (or any form of quotation) to provide Deliverables, it is only valid for 14 calendar days from its issue date. Proposals (or any other form of quotation) shall not be treated as an offer to supply the Deliverables to you.
1.6 If either party needs to give the other a notice under the Contract (“Notice”), the Notice must be given properly to be effective. Clause 19.3 explains how to give a proper Notice.
1.7 The Contract shall commence on the commencement date noted in the Proposal. For project work, the Contract shall immediately terminate upon the completion date noted in the Proposal. For ad hoc work, the Contract may be terminated upon 1 week’s written notice by either party (subject to any agreed minimum period). The period of the Contract shall be known as the “Term”.
2. The Deliverables
2.1 We may provide work on a project-basis or an ad-hoc basis or a retainer-basis, as detailed in the Proposal. We will supply the Deliverables to you that are set out in the Proposal and do what We reasonably can to manage and complete the work according to the Proposal. However, any performance dates are estimates, and time is not of the essence.
2.2 We can change the Deliverables if necessary to comply with any regulations, or if our changes don’t affect the nature and quality of the Deliverables. If We decide to make a change, We will tell you in a Notice.
2.3 We will appoint a point of contact to liaise with you who will be identified in the Proposal but may be replaced from time to time.
2.4 We shall supply the Deliverables to you by the delivery date specified in the Proposal. Prior to such delivery date, We may supply you with any relevant information to enable you to prepare your environment for the installation of the Deliverables.
2.5 Where relevant, We will carry out acceptance tests to ensure the Deliverables are functioning properly (see clause 8.1).
2.6 We will provide any of the following goods and services that are specified in the Proposal:
(c) services in the nature of:
(i) support services;
(ii) maintenance services; and/or
(iii) consultancy services,
as specified in more detail at https://grace.solutions subject to variation by Us from time to time.
2.7 We will test the Deliverables prior to installation to ensure they meet the technical specification set out in the Proposal.
2.8 We do not warrant that the Deliverables will achieve any desired commercial outcome and We will not be liable for any loss of profit or loss of expected profit that arises from your use of the Deliverables.
3. Your Obligations
3.1 You must do the following things:
(a) co-operate with Us so that We can supply the Deliverables properly;
(b) give Us access to your premises, make sure they are properly prepared, and give us any information, materials, facilities, that We reasonably require;
(c) obtain any licences and permission needed for Us to supply the Deliverables before We start;
(d) keep all our documents and property safe whilst they are at your premises; and
(e) appoint your own point of contact to liaise with ours
3.2 If We can’t supply the Deliverables because you have prevented Us (for example by causing delay, or by not doing something you were supposed to do), We can stop supplying the Deliverables until you have put the matter right (at your own cost). In this case, you will also pay Us for any costs or losses you have caused us, and We will not be responsible for any costs or losses suffered by you.
3.3 You won’t try to solicit or employ any of our employees or subcontractors who have been working with you either during the Contract or for at least 12 months after the Contract has ended.
3.4 You are responsible for ensuring that each item of hardware that You provide is installed and in working order and available to Us when required to enable the Deliverables to be installed.
4.1 If either party wishes to change the Deliverables, it must tell the other in a Notice, detailed further at clause 19.3. We will then give you a written estimate which will tell you:
(a) how long We think it will take to make the change;
(c) how the change will affect the Proposal; and
(d) any other important changes
4.2 You agree that We can make reasonable changes that We have told you about in our Notice
4.3 If you want Us to change, We must agree the changes in writing
5. Our Charges
5.1 If not specified anywhere, We will charge on a “time-and-materials” basis (“Time-and-Material”) at the rates set out in the Proposal or, if none are specified, at our Standard Rates.
5.2 We may increase our Standard Rates but We will not do this more than once every 6 months and if it is in the middle of a piece of work We are doing for you, We will send you a notice of the increase. If you disagree with it, you must send Us a Notice within 2 weeks of the date of our Notice and if the increase is not agreed, either of us may end the Contract by giving 4 weeks’ notice).
5.3 If We charge you a fixed price (“Fixed Price”) it will be the total price set out in the Proposal and you must pay it in accordance with the Proposal.
5.4 If We charge you on a retainer basis (“Retainer”) the retainer fee is recurring and must be paid periodically, usually monthly, as specified in order to continue receiving the Deliverables (and if you fail to pay any recurring retainer fee, We may cease providing the Deliverables immediately without liability to You.
5.5 Whether We charge you under clause 5.1, 5.2, 5.3 or 5.4, We can also charge you for the cost of materials and for all other reasonable expenses that We incur to supply the Deliverables (for example, travel, subsistence, accommodation and the cost of Deliverables supplied by others) and We will also add VAT.
5.6 We will keep time sheets and invoice you either when We finish the Deliverables or weekly/monthly at the end of that week/month, as set out in the Proposal. You must pay Us in full within 14 calendar days of the invoice date, unless otherwise specified in the Proposal. Time of payment is of the essence.
5.7 If you fail to pay on time, We reserve the right to charge you interest at 2.5% per annum above Barclays Bank plc’s base rate from time to time from the due date until payment, whether before or after any court judgment on the debt. The interest will be earned daily and you must pay it all with the overdue amount.
5.8 You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim unless it is required by law.
5.9 Refunds are not permitted except where We have failed to conform to the terms of the Proposal in providing the Deliverables, and have been unable to rectify any issues or defects with the Deliverables within a commercial reasonable timeframe of such issues or defects being reported by You.
5.10 If a Proposal specifies a minimum term and You terminate the Contract for any reason (other than a material and ongoing breach of the Contract by Us or We suffer an insolvency event) You will be required to pay to Us the entire amount that would be due to Us during the minimum term
6.1 If a Deliverable comprises software (a “Software Deliverable”) it must be specified in a Proposal.
6.2 Should a new version of a Software Deliverable become available during the Term, we will try to provide it to you however if we cannot, or if there is a cost that you do not wish to pay, the newer version will be disregarded. We shall not be required to upgrade the Software Deliverables (and any upgrade is beyond the scope of these Terms).
6.3 Save for standard periodic updates to Software Deliverables, if it becomes necessary to upgrade, or install a new version of a Software Deliverable, this must be agreed under an additional Proposal and We are under no obligation to enter into an additional Proposal to provide upgrades or new versions.
6.4 You understand and accept that Software Deliverables may contain bugs and issues.
6.5 It is not our responsibility to remedy bugs and issues with Software Deliverables unless explicitly detailed as a Deliverable under a Proposal. Should you require one or more of these bugs or issues to be resolved, this may be discussed as a separate Proposal with its own respective terms, conditions and fees, but We are under no obligation to do so.
7. Third Party Software
7.1 All bugs and issues with Software Deliverables that were not developed by Us (including all third-party code, extensions or plugins) are “Third Party Bugs” (and single third party or multiple third parties code, extensions or plugins that interfere with one another are also Third Party Bugs).
7.2 It is not our responsibility to remedy Third Party Bugs unless explicitly detailed as a Deliverable. Should you require one or more of these Third Party Bugs to be resolved, this must be agreed as a separate Proposal with its own respective terms, conditions and fees, but We are under no obligation to enter into such Proposal.
7.3 It is not our responsibility to ensure that multiple third party software products operate effectively alongside one another, unless We have confirmed this is included as part of the Deliverables in a Proposal.
8. Acceptance Testing and Warranty
8.1 We will conduct testing only in relation to those Deliverables specified in the Proposal as requiring testing and we will ensure that these Deliverables comply with the requirements detailed in the Proposal. However, it is your responsibility to thoroughly test and approve the Deliverables in a test environment and be satisfied with the functionality before implementing any change to your live environment. You will have a certain number of days to test the Deliverables, as specified in the Proposal, and report any defects to us (the “Testing Period”). The Testing Period shall commence upon the date that we notify to you in writing.
8.2 In the event that you find a defect in the Deliverables during the Testing Period referred to in clause 8.1, We will use reasonable commercial endeavours to rectify such defect. The Testing Period will not reset upon the discovery and reporting of a defect with the Deliverables, except in relation to the specific defect reported during the Testing Period.
8.3 In the event that a defect is reported during the Testing Period, and We have attempted to rectify such defect, it is your responsibility to carry out full testing of the Deliverables again to ensure that there have been no issues caused by the rectification work We carried out.
8.4 Acceptance of the Deliverables shall be deemed to have occurred on whichever is the earliest of:
(a) you completing your acceptance testing in accordance with clauses 8.1 – 8.3; or
(b) the use of Deliverables by you in a live environment or in the normal course of business
8.5 If a Deliverable has a defined completion date, a warranty period of 10 working days will begin, unless otherwise specified in the Proposal, during which time you can report any defects to us. After this period, you may still report defects to us, however We reserve the right to charge for any work required to resolve them and are under no obligation to remedy them.
8.6 We do not warrant or guarantee that We will be able to rectify all defects.
8.7 The sole remedy for breach of the warranties given in these Terms shall be the acknowledgment of defects by Us within a 10 Working Day time period, unless We have notified you of Us being unavailable, after which time We will attempt to rectify the defect as soon as practicable.
8.8 We shall not be obliged to rectify any particular defect if attempts to rectify such defect other than normal recovery or diagnostic procedures have been made by your personnel or third parties without our permission.
9. Support and maintenance services
9.1 Our normal office hours are 8am – 6pm (BST) Monday through Friday, excluding English bank holidays (each of these days being a “Working Day”).
9.2 We may be contacted during these times for support, and We will aim to respond to you within a reasonable time frame. If you contact Us at weekends, we will try to respond if we can however We are not required to respond until the following Monday.
9.3 We shall be under no obligation to provide support and maintenance in respect of:
(a) problems resulting from any modifications or customisation of Deliverables not authorised in writing by Us;
(b) anything other than Software Deliverables that we agree to support and/or maintain in a Proposal;
(c) incorrect or unauthorised use of Deliverables or operator error where these are defined as use or operation not in accordance with documentation provided by Us or third party providers;
(d) any fault in Your equipment;
(e) any programs used in conjunction with the Deliverables; and
(f) use of the Deliverables with computer hardware, operating systems or other supporting software other than those specified in a Proposal
9.4 Any time spent by Us investigating problems described in clause 9.3 will be chargeable at the Standard Rates although we will always try to be fair in how we apply these charges.
9.5 We reserve the right to discontinue support and/or maintenance for any prior version of supported software if a superseding version has been available to you.
9.6 Unless specifically agreed in a Proposal We shall not be obliged to make modifications or provide support in relation to your computer hardware, operating system software, or third party application software or any data feeds or external data.
10. Hosting services
10.1 We are under no obligation to provide any email hosting, website hosting or other hosting service (“Hosting Deliverable”) that are not expressly described in a Proposal.
10.2 We may, at Our sole discretion, alter, improve or otherwise modify the Hosting Deliverable provided that any such change will not alter the service received by You to Your material disadvantage.
10.3 We may take any action necessary to diagnose and/or rectify faults in the Hosting Deliverable without any prior notice to You. If such diagnosis or rectification results in an interruption to the provision of the Hosting Deliverable, You will be notified within 24 hours.
10.4 We will use reasonable endeavours to ensure that the Hosting Deliverable is provided to You on a constant, uninterrupted basis.
10.5 We shall not be liable for downtime or interruptions to the Hosting Deliverable. If the downtime or interruption is prolonged We will try to assist You to transfer the hosting to an alternative provider or alternative hardware or infrastructure and to assist you to restore the service. If we make these efforts to assist you, you agree that this is a satisfactory remedy for the downtime or interruption and We are not liable to do anything further or reimburse any payments made by You.
10.6 Where the provision of the Hosting Deliverable is interrupted through the fault of any third party, We shall bear no responsibility or liability.
10.7 You must comply with all storage quota’s that apply to website, email and other hosted content. It is Your responsibility to ensure that storage quotas are not exceeded and to purchase additional storage if required. We cannot be responsible for content lost due to a storage quota being exceeded.
11. Intellectual Property
11.1 We (or our third party licensors) own all intellectual property rights arising from the Deliverables
11.2 Your use of any intellectual property rights owned by someone else depends upon Us getting a licence from the owner for you to use those rights.
11.3 We give you a free, non-exclusive, world-wide licence to use intellectual property as much as is necessary for you to make reasonable use of the Deliverables.
11.4 There shall be no restriction in Us using the intellectual property rights arising from the Deliverables to provide products and services to other customers.
11.5 We foresee some circumstances where the Deliverables may become your intellectual property. In such cases, this will be stated in the Proposal
12. Risk and Title
12.1 Risk of damage to or loss of Deliverables shall pass to you when Deliverables are delivered to you or if you wrongfully fail to take delivery, at the time when we tender delivery.
12.2 Legal and beneficial title in Deliverables shall not pass to you until We have received, in cash or cleared funds, payment in full of any charges due under Clause 5 and we reserve the right to repossess Deliverables until such time as we receive payment in full.
13.1 Nothing in these Terms shall render Us (or any substitute or any of our workers) an employee, agent or partner of you and neither Us nor our workers nor our substitutes shall hold themselves out as such.
13.2 It is not intended that you will have or will acquire any direct control over the us or our workers or undertake day-to-day supervision of Us or our workers. We shall be responsible for organising the manner and order in which the Deliverables are delivered, subject always to such minimum specifications, guidelines, parameters or deadlines as may be agreed.
14. Data Protection
14.1 We agree that the provisions of this clause 14 shall apply where either party processes any Shared Personal Data and/or you and/or Us process any other personal data in connection with the Contract.
Processing by Controller
14.2 Where either party processes:
(a) any Shared Personal Data as data controllers in common; and/or
(b) any other personal data as data controllers; in connection with the performance of this Contract the provisions of clauses 14.2 to 14.5 (inclusive) shall apply.
14.3 Each party shall comply with all applicable controller obligations under the Data Protection Law and shall provide assistance in respect of the other’s compliance with such obligations, in particular in relation to the Shared Personal Data, where reasonable and permitted by Data Protection Law including notification of and consultation and co-operation with the other party over fair processing notices for, and where necessary consents and compliance with rights requests from, data subjects, as well as responses to any actual or suspected personal data breach and any contact with of from any supervisory authorities or regulators.
14.4 When disclosing any Shared Personal Data to the other party, the disclosing party shall ensure that it has compliant fair processing notices, and where necessary consents, in place to enable the lawful transfer to and processing (including any onward transfer) by the other party and the Permitted Recipients of the Shared Personal Data for the Agreed Purposes.
14.5 Without limitation of the above, when receiving any Shared Personal Data from the other party, the receiving party shall:
(a) process, and procure that Permitted Recipients process, the Shared Personal Data only for the Agreed Purposes;
(b) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients except as permitted by the Data Protection Law;
(c) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Contract;
(d) ensure that it has in place appropriate technical and organizational security measures, in accordance with the Data Protection Law; and
(e) not transfer any Shared Personal Data outside the European Union unless the transfer is to a country approved by the European Commission, or there are appropriate safeguards in place or an applicable derogation for a specific situation, as provided for under the Data Protection Law.
Processing by Processor
14.6 Where either party processes any Shared Personal Data as data processor (the Processor) acting on behalf of the other party as data controller (the Controller), in connection with the performance of this Contract the provisions of clauses 14.6 to 14.10 (inclusive) shall apply.
14.7 The Controller shall ensure that it has compliant fair processing notices, and where necessary consents, in place to enable the lawful transfer to and processing by the Processor of the Shared Personal Data for the Agreed Purposes.
14.8 The Processor shall in relation to the Shared Personal Data processed by it in connection with the performance of this Contract:
(a) process the Shared Personal Data only on the written and lawful instructions of the Controller (unless the Processor is required by the Data Protection Law to process the Shared Personal Data in which case it shall promptly notify the Controller before doing so unless prevented by the Data Protection Law);
(b) ensure that all personnel who have access to and/or process the Shared Personal Data are obliged to keep the Shared Personal Data confidential;
(c) ensure that it has in place appropriate technical and organisational security measures as required by the Data Protection Law;
(d) be generally authorized to appoint third party sub-processors on terms which are substantially similar to those set out here including any sub-processors identified in this Contract;
(e) assist the Controller in responding to any request from a data subject and in ensuring compliance with the Controller’s obligations under the Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Controller without undue delay on becoming aware of a personal data breach and assist the Controller with its Data Protection Law obligations in respect thereof taking into account the nature of the processing and information available to it;
(g) at the written direction of the Controller, delete or return the Shared Personal Data and copies thereof to the Controller on termination of this Contract unless required by the Data Protection Law to store the Shared Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with the above and allow for audits by the Controller or the Controller’s designated auditor.
14.9 The Processor shall not transfer any Shared Personal Data outside the European Union without the prior approval of the Controller.
14.10 In respect of the Shared Personal Data:
(a) the scope, nature, purpose and duration of processing;
(b) the types of personal data and
(c) the categories of data subject; are as set out in this clause or in, or agreed under, this Contract.
14.11 In this clause 14:
(a) Agreed Purposes: means the processing necessary for the performance of this Contract as identified herein;
(b) Controller, data subject, personal data, personal data breach, processor and processing: are as defined in the GDPR (and process and process shall be construed accordingly);
(c) Data Protection Law: means the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK Data Protection Act 2018 (as amended or replaced) and any other applicable data protection or electronic privacy laws, regulations and decisions in force from time to time in the UK;
(d) Permitted Recipients: means the parties to this Contract and (as necessary) the employees, personnel and advisers of each party and third parties engaged to perform obligations in connection with this Contract; and
(e) Shared Personal Data: means the personal data to be shared between the parties as necessary for the performance of this Contract as identified herein.
We each agree to keep the other’s confidential information and knowhow confidential, and not to disclose it to anyone else unless they need to know about it to carry out this Contract. This clause continues after the rest of the Contract has ended.
16. Financial Problems and Breach
16.1 If any of the events listed below takes place, or if We think that any of them is likely to happen, We can cancel or suspend the provision of the Deliverables or send you a Notice to end the Contract straightaway and you must immediately pay Us all sums that you owe Us for Deliverables We have completed and/or supplied to you so far.
16.2 The events are:
(a) you stop, or threaten to stop, paying your debts (this includes your failure to pay Us for the Deliverables on time as set out in clause 5);
(b) you are unable to pay your debts as they fall due, or are deemed to be unable to pay your debts within the meaning of the Insolvency Act 1986;
(c) you negotiate with any creditors to reschedule your debts, or you enter into any arrangement or compromise with your creditors concerning your debts;
(d) a petition is filed, a notice is given, a resolution is passed or an order is made for your winding-up (other than as part of a solvent amalgamation), or for your bankruptcy;
(e) one or more of your creditors or chargees of any kind becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
(f) a court application or order is made for the appointment of an administrator over You and your affairs;
(g) you stop carrying on business, or threaten to do so;
(h) (if You are an individual) you die or lose physical or mental capacity;
(i) you seriously breach the Contract
16.3 Similarly, if We do any of the things listed in clause 16.2, you can send Us a Notice to end the Contract straightaway.
17. Liability Limitations
17.1 We will not be liable to you for any loss of profit or any consequential loss arising from our Contract with you, including but not limited to:
(a) any loss of profit or reputation or business (whether direct or indirect) or any loss of opportunities, revenue, turnover, reputation or goodwill;
(b) any loss or corruption of data;
(c) any loss under any other contract; and
(d) any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time).
17.2 Our total liability to you under the Contract will not exceed the cost of the Deliverables provided under the Contract.
17.3 These Terms do not limit our liability for death, personal injury caused by our negligence, fraud, breach of the terms implied by section 2 of the Sale of Goods and Services Act 1982 (title and quiet possession) or any other matter that the law says We can’t exclude. But otherwise, any warranties or terms which are implied into this Contract by any piece of law are excluded.
17.4 Neither of Us will be liable to the other for failure or delay in carrying out this Contract which is caused by an event beyond our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, malicious damage, or default of suppliers or sub-contractors.
17.5 We will not be liable to you for any loss of earnings or any loss of earnings suffered by your clients through the provision of the Deliverables, due to you experiencing ‘downtime’ as a result of implementation of the Deliverables, or otherwise.
17.6 We will not be liable to you for any issues that pertain to matters outside the scope of the Proposal, or that have arisen as an indirect consequence of our provision, or your use, of the Deliverables.
17.7 In the event that you request Us to carry out work which We deem to be illegal, immoral or inappropriate in the circumstances, We will not be liable to you for breach of Contract by refraining to perform such work.
17.8 We will not be liable for your reliance on any of our advice, whether regulatory, legal or otherwise. We do not hold ourselves out as advising on legal or regulatory matters, and do not accept responsibility for these matters.
18. Varying these Terms
18.1 Subject to Clause 18.2, We reserve the right to amend these Terms from time to time by amending this page on Our website. The amended Terms will be effective from the date they are posted on Our website. Your continued use of our services will constitute your acceptance of the amended Terms.
18.2 We will give you notice of any amendment which materially disadvantages You and if You do not agree with the amendment You have the right to terminate the Contract with Us upon giving 4 weeks’ notice without any entitlement to damages or a refund and You agree that this is an adequate remedy.
19.1 We are allowed to assign, transfer, charge or sub-contract our rights and obligations under this Contract, but you may not do any of these things unless We have previously agreed in writing that you can. We may also, without your prior written approval, appoint a suitable qualified and skilled substitute to perform the Deliverables on our behalf.
19.2 Nobody other than Us and you may rely on any terms of this Contract.
19.3 If either party wishes to give a notice to the other under the Contract, We must give it in writing and either send it to the other by email or deliver it or send it by first class post to the other’s registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second Working Day after posting. Delivery by email will be regarded as completed once the email is sent. This arrangement does not apply to the service of any documents in legal proceedings.
19.4 Delay in exercising a right under the Contract will not take away that right or any other right.
19.5 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Contract or any breach of it.
19.6 Any dispute shall not affect the parties’ ongoing obligations under the Contract.
19.7 The Contract is governed by English law and the courts of England and Wales will have exclusive jurisdiction to deal with any disputes arising from it
End of document v1.1, last revised 29/June/2020