Statii Ltd – Terms of Business

1 Instructions

1.1

Statii can act only on the information and instructions given to Statii. It should not be assumed that Statii

have any knowledge of any factual matters relating to the Client's requirements or business processes.

Instructions may be given to Statii in writing or verbally. Statii may ask the Client to confirm in writing the

terms of verbal instructions given to Statii. If there are any changes in the Client's instructions, the Client

must notify Statii in writing immediately.

1.2

If the Client wishes Statii to accept instructions from anyone other than the persons responsible (see 2.1)

then Statii shall require specific instructions to do so, specifically naming the person from whom Statii may

accept instructions on behalf of the Client.

1.3

If the Client wishes Statii to accept instructions by email, the Client should not assume that an email has

been received unless Statii confirms its receipt. If matters are urgent then the Client should contact Statii

by telephone to ensure that the email has been received by the person to whom it has been sent, as that

person may be absent from the office or otherwise engaged.

1.4

Unless Statii agree otherwise in writing, Statii shall assume that where Statii act for more than one person

that each person for whom Statii do work is equally responsible for the instructions given to Statii and for

payment of fees and outlays in connection with the matter

2 Private Limited Companies

2.1

If the Client is a Private Limited Company then Statii shall accept instructions from a nominated person, or

any of the Directors of the Company, or the Company Secretary.

3 Services

3.1

These Terms of Business together with the documentation accompanying them form the whole

agreement between Statii to carry out the work. In the case of future work these Terms of Business and

any documentation from Statii acknowledging new instructions will form the whole agreement.

4 Confidentiality

4.1

Information passed to Statii is kept confidential and will not be disclosed to third parties unless authorised

by the Client or required by law.

4.2

Statii reserves the right, once Instruction has been received, to publicly disclose the professional

relationship with the Client, the nature of the work undertaken on behalf of the Client, and any details of

the Client that are available from public listings – such as Companies House – or official marketing material

of the Client – such as the Client’s website.

4.3

Client system data stored on servers managed by Statii is accessible by Statii. This data may be required

for debugging, demonstration, support, or testing purposes. In the event that Client system data is

necessary for such purposes involving parties other than Statii or the Client, then Statii will endeavour to

ensure anonymity of data – either by programmatically changing identifying data such as names or

telephone numbers, or be selecting data that can not be reasonably identified.

5 Copyright and Third Parties

5.1

All productions of Statii, including material involving contributions of the Client, are copyright of Statii.

Advice given and documentation prepared is for Client use only and may not be copied or used by any

Third Party or other legal entity without the express written consent of Statii.

5.2

All software produced during work undertaken on behalf of the Client will remain the intellectual property

of Statii and is licensed only for Client use within a single company for the agreed scale of usage. Statii Ltd

reserves the right to reuse components of the software in other projects as deemed appropriate.

5.3

Supporting a group of companies with one application is subject to separate written quotation and

agreement. Statii may grant licenses to other parties at its discretion.

5.4

Should any part of work that Statii have prepared for the Client be transferred to another supplier, the

Client agrees to ensure that Statii’s property is not used by a third party for commercial advantage. Statii

reserves the right to charge for the commercial use of Statii intellectual property.

6 Costs

6.1

Unless agreed upon in advance, Statii’s fees are charged on the basis of:

i) Time spent on the work together with an element of responsibility, which can vary according to

a number of matters such as urgency, importance of the work to the Client, amount or value of

money or property involved, complexity, difficulty or novelty in the matters, skill and knowledge

required, length, number or importance of documents or papers

ii) Fair value of existing software or software components taken from other projects

iii) Outlays not disclosed to the Client such as internal expenses or procurement costs

iv) Ongoing costs for Licensing & Hosting (see 8) and the included Support (see 9)

6.2

Statii’s consultation rates, unless otherwise agreed, are applicable to all work undertaken, including

development, documentation, professional advise, and training of Client staff, and any other such services

that require dedicated Statii resources. Time is allocated on request and billable on a daily rate if the

agreed allocation is equal to or greater than 1 day, or hourly otherwise.

6.3

A project management time allocation of 20% of development time will be applicable, at a minimum of 1

hour, which covers internal time taken to manage development such as remote communication with the

Client, logging issues, development related tasks, internal meetings, software configuration, and

administration of updates to live systems.

6.4

Outlays – all necessary costs and expenses incurred and made by Statii in the course of work undertaken –

may be charged as they are incurred and all bills are for settlement within 14 days.

i) Costs, such as equipment or services purchased, may include a discretionary margin.

Reoccurring costs may be charged in advance.

ii) Expenses extend to any meeting not at Statii premises. Time attending on-site is chargeable at

the standard rate. Travel to the Client is charged according to current HMRC approved mileage

rates. Other travel expenses will be at cost.

6.5

The standard payment terms for invoices for Statii services is 14 days with all items subject to VAT at the

standard rate (20%), which is not affected by the VAT registration status of the Client. Failure to settle

accounts with the terms stated on the invoices shall result in 7 day letters being sent, followed by legal

action should the account remain overdue. Fees may be debited against funds we hold for any person

liable to pay them as soon as an invoice is rendered. Interest on overdue amounts may be charged at 3%

over the Bank of England’s base rate.

6.6

Statii will issue invoices at intervals during work undertaken. In lieu of an agreed schedule, this will be a

deposit of 50% and final invoice of 50% of the development cost of the project. A deposit is always

required to initiate a new project. The final invoice is presented upon Project Completion (see 7.5).

6.7

In the event of failure to settle accounts on time, Statii reserve the right to:

i) Suspend working for the Client and suspension of live services until accounts are settled, with

accounts overdue by 30 days or more subject to possible service termination and data deletion

ii) For projects in early development, stop working for the Client and to charge for the full amount

of the work Statii have done for the Client

iii) For projects more than 50% complete, stop working for the Client and to charge the full value of

the project quotation, including one year of Licensing

6.8

Any estimate that may be given will be for a probable fee based on Statii’s experience of the work the

Client has asked Statii to undertake. If the work turns out to be more complicated or takes longer than

Statii had anticipated then it may require increasing the estimate or taking account of this. Statii will

inform the Client as soon as possible about this. The Client should not regard any estimate as a quotation

unless agreed in writing.

6.9

Statii quotations are based on good faith expectations of client cooperation and disclosure, and

reasonable understanding of the technical challenges involved. In the event of complications arising as a

result of failure of the Client to cooperate, disclose key information, or a reasonable misunderstanding,

then Statii reserve the right to revisit the quotation.

6.10

If Statii is required to produce a full project specification prior to a quotation being agreed and the Client

elects not to proceed with the project then a fee of £2,000 + VAT or 15% of the quoted project cost

(whichever is highest) will be charged.

7 Project Delivery

7.1

For projects requiring a deposit, project delivery timescales begin from the date of receipt of the deposit

or the agreed project start date, whichever is later.

7.2

Statii timescales are based on good faith expectations of client cooperation and disclosure, and reasonable

understanding of the technical challenges involved. In the event of complications arising as a result of

failure of the Client to cooperate, disclose key information, or a reasonable misunderstanding, then Statii

reserve the right to revisit the delivery timescale.

7.3

Statii test all software to ensure basic running functionality and software stability. This may be done with

unit testing (repeatable programmatic tests) or manual testing as deemed appropriate by the developer.

This testing does not guarantee proper function of the software.

7.4

Statii requires the Client to be responsible for the detailed testing of the software as part of project cost

control. All software faults or other blocking issues must be promptly communicated in writing by email to

the developer. Delays in testing will adversely affect delivery timescales.

i) Software faults are errors, process failures, or omissions as per the specification and correction

of these is the sole responsibility of Statii Ltd

ii) Blocking issues covers anything not considered a fault that prevents the Client from using the

software for the intended purposes; resolution of these may involve additional costs or adverse

affects on delivery timescales beyond the control of Statii

7.5

Upon correction of any software faults and resolution of blocking issues as reported during detailed

testing, a project will be considered complete and made ready for live use. The complete project may

contain minor faults, which Statii will endeavour to fix in a timely manner, but will not be considered a

delay in delivery.

7.6

One or more versions of the application will be made available for testing by the Client prior to going live,

requiring prompt attention and thorough testing. Testing issues must be reported via email to the

developer. Going live is considered to be both acceptance and completion of the application development

and all logic and template changes or issues arising after that date will be quoted and charged for.

7.7

Any software faults or blocking issues reported during live use will be treated as support issues and not considered a delay in delivery.

7.8

Statii is not responsible for delays in delivery as a result of late payments by the Client, or failure of 3rd

Party services, or circumstances otherwise beyond the control of Statii.

8 Licensing

8.1

Annual costs for Licensed services for an agreed scale of operation will be included in service contracts.

8.2

Applications hosted on systems not administered by Statii, including but not limited to on-site IT systems

of the Client or external servers administered by the Client, shall require payment of a minimum premium

of 100% of the standard license fee to reflect the additional costs of support.

8.3

Statii bears no responsibility for unlicensed software, including but not limited to its hosting, performance,

maintenance, service uptime or support.

9 Hosting

9.1

An entry level “cloud” hosting and management service is provided for suitable Licensed customers.

9.2

Enterprise hosting and management is subject to additional hosting charges specific to the requirement,

and only provided when instructed.

10 Support

10.1

Support during normal hours of business is provided for Licensed customers.

10.2

Support is limited to bug fixes, maintaining maximum service uptime and ensuring normal performance

under normal load at the agreed scale of the licensing and hosting.

10.3

In the event of problems that cannot be resolved by other means, the Client agrees to allow the use of

industry standard remote support services by Statii. The provision of any temporary passwords necessary

to perform problem diagnosis shall be made promptly.

10.4

Support does not cover IT systems administered by the Client, including but not limited to user computers,

user Internet connectivity, on-site networks, firewalls, and anti-virus software. It is the responsibility of

the Client to ensure users have adequate access to Statii services as outlined in the technical requirements

as outlined by Statii to the customer, such as in a quotation or service contract.

10.5

Where the License fee payment has not been paid, or the Client has otherwise violated the terms of the

License, or where there is no licensing in place, Statii reserves the right to charge a premium for any

support given or deny support entirely. Such support will be subject to a rate of £150 per hour or part

thereof with the minimum cost being two hours and time allocated at the discretion of Statii. Additional

fees may be applicable.

11 Termination of Project

11.1

If, for whatever reason, the Client decides to halt the project at any point prior to Project Completion then

Statii will charge:

i) Should a project be less than 50% complete, for all work undertaken and completed to date

ii) Should a project be more than 50% complete, for the full amount of the quotation, including a

full year’s licensing

11.2

If the Client has acted in bad faith then Statii reserves the right to claim for loss of earnings using the

appropriate legal process.

12 Transfer of Services

12.1

If at any point after Project Completion (see 7.5) the Client elects to transfer services provided by Statii to

another supplier – including hosting, domains, and development work – then a transfer cost specific to

each application but subject to a minimum payment of £1000 + VAT will be required.

12.2

The Client agrees to indemnify Statii against any of the risks involved in the transfer of services or the

costs involved.

12.3

Any support and licensing costs for services provided by Statii to the Client must be paid in full prior to

transfer of services, to the end of the period as stated in the agreed support terms.

13 Contact Information

13.1

It is the Client's responsibility to advise Statii of any change to contact details. Statii cannot be held

responsible for lack of communication with regard to a project if Statii has incorrect contact details.

14 Liability Disclaimer

14.1

Statii shall not accept responsibility for any actions that arise as a result of Statii carrying out Client

requests. This includes but is not restricted to the way the Client has asked Statii to process invoices; the

misuse of images etc.

14.2

Neither the Client nor Statii avoids their own legal responsibility for fraud or any fraudulent

misrepresentation death or personal injury caused by negligence (which means not taking sufficient care

according to the law).

14.3

Statii shall not have any legal responsibility for any loss of profit or reputation or business by the Client for

any loss or corruption of data by the Client or for any loss under any other contract by the Client.

14.4

Statii’s total legal responsibility under this agreement is limited to the amount specified as the total price

of the software development.

14.5

All delivery times quoted by Statii are estimated and approximate, so Statii will not have breached this

agreement automatically because a project may become late, which means that legally "time is not of the

essence". Statii shall not be responsible for delays e.g. testing delays, that are caused by the Client.

15 Applicable Law

15.1

This agreement shall be governed by and construed in accordance with the law of England and Wales.