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(1) Love the idea (Lovetheidea, Love the Idea or Love the Idea LTD, Company: 11339413) (Supplier); (2) Client (Customer).
1. In this Agreement, the following words are defined:
this agreement for the provision of the Services (as defined below) including any schedules;
in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement;
all documents, software (including source code of any bespoke code related to the Services), items, plans, products, goods and physical materials supplied by the Supplier, including designs, computer programs, data, disks, tapes, and reports, in whatever form, which are developed, created, written, prepared, devised or discovered by the Supplier and employees in relation to the Services;
the date on which the Agreement comes into effect or work is started, which ever comes first;
the date on which the Agreement ends (agreed by both parties in writing).
any equipment, systems, tools, cabling, items, materials or facilities requested or used directly or indirectly in the supply of the Services, by the Supplier
the description or specification for the Services as set out in writing as well as changes agreed by both parties in writing throughout the duration of the project or otherwise agreed between the parties through Change Control;
any day other than a Saturday, Sunday or public holiday in England.
Intellectual Property Rights
any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the Supplier in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;
with regard to the Deliverables, a defect, failure, malfunction, bug or nonconformity that prevents the Deliverables from substantially complying with, or operating in accordance with, the applicable user stories and requirements.
Open Source Software
any software licensed under any form of open-source licence meeting the Open Source Initiative’s Open Source Definition (http://www.opensource.org/docs/definition.php) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at http://www.gnu.org/licenses/ gpl.html), or anything similar, included or used in, or in the development of, the Deliverables, or with which the Deliverables are compiled or to the Deliverables are linked.
the services which are set out and described in an invoice, together with any other services which the Supplier provides or agrees to provide to the Customer through the change control procedure set out below (Change Control);
the charges for the Services based in the UK;
the service levels, standards or performance targets applicable to the Services, which are set out in Schedule 3 of this Agreement;
2. In this Agreement, unless the context requires a different interpretation:
d.”including” is understood to mean “including without limitation”;
e. reference to any statutory provision includes any modification or amendment of it;
f. the headings and sub-headings do not form part of this Agreement; and
g. “writing” or “written” will include fax and e-mail unless otherwise stated.
3. The Supplier shall provide the Services to the Customer on the terms and conditions of this Agreement.
4. The Services will be provided by the Supplier either:a. on an on-going basis; or. in response to each request from the Customer, agreed upon by the Supplier.
5. The Agreement will be used for all Services, unless terminated earlier by either party under the clause below (Termination).
6. The Supplier shall provide the Services (including any Deliverables) in accordance with the Specification and the Service Levels in all material respects. Time is of the essence for any dates for delivery of the Services under this Agreement, unless specifically stated otherwise in any schedule.
7. The Supplier shall perform the Services with reasonable care and skill, in accordance with:a. generally recognised commercial practices and standards in the applicable industry; and. all laws and regulations applicable to the Services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection.
7.1 The Supplier shall have complete discretion concerning which of its personnel perform the services and may provide a substitute whenever necessary. The Supplier warrants that such personnel will be adequately skilled and qualified. The Supplier may also charge a cost or fee in providing a substitute or agent.
7.2 Should the individual assigned to provide the services be unable to do so for any reason, the Supplier shall be able to provide a substitute, so long as such personnel are adequately experienced, skilled and qualified, and shall remain responsible for any costs associated in providing a substitute. The client has the right to refuse to accept a substitute, if in its reasonable opinion such individual is not suitable, due to lack of skills experience and qualifications.
7.3 The Client shall not have the right, nor shall it seek to exercise direction, control or supervision over the Contractor. The Contractor shall co-operate with any reasonable request of the client within the scope of the services, but it is acknowledged that the Contractor will be able to determine how best the services are provided and will have autonomy over their working methods.
7.4 The Supplier may at any time and without giving the client prior notification, make any changes to the specified service which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the specified service which do not materially affect the nature or quality of the specified service.
7.5 The Client is under no obligation to offer further contracts or services to the Supplier nor is the Supplier under any obligation to accept any contract or services offered. For the avoidance of doubt, both the Contractor and the Client agree and intend that this agreement does not create any mutuality of obligation, either during or following the agreement.
7.6. Direct Hire Contract and Financial Services.
You understand and agree that LTI is not a party to any Direct Hire services, is not involved in or responsible for any work performed by Freelancers, is not involved in or responsible for any payment made under a Direct Hire Contract, and has no control over any Freelancer or Client in supplying you goods. LTI does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract, determine or control any term or condition of the Direct Contract or Project, or cause any Freelancer or Client to accept any Direct Contract or perform any Freelancer Services. LTI provides escrow services, but does not guarantee that Freelancer will be paid.
For Direct Hire / Financial services, we only charge VAT on the electronically supplied services we provide to you, which include the LTI escrow service fee, transaction fees, purchase of additional Members and Account Plus retainer fees.You understand that Following the UK Gov.uk guidelines, that our escrow services may advance credit in connection with the supply of goods, and will be under a hire purchase, conditional sale or credit sale agreement (see paragraph 4.3). The provision of instalment credit in these situations is exempt from VAT where a separate charge is made for the facility and is disclosed on invoices.Conditional sale – means the sale of goods where the price is payable by instalments. The goods remain the property of the seller until the full price is paid or the customer meets another agreed condition.Credit sale – means the sale of goods which immediately become the property of the customer, but the price is payable in instalments.
8. No amendment shall be made to this Agreement except on terms agreed in writing by the Parties in accordance with the clause below Change Control.
9. The Customer must:
10. The Supplier shall promptly notify the Customer of:
11. The Customer shall, without limiting any right or remedy of the Customer, promptly report to the Supplier any complaint in the Supplier’s performance of the Services as soon as reasonably practicable after any complaint defect comes to the attention of the Customer.
12. Where any complaint in the operations of the Services is reported to the Supplier by the Customer or otherwise comes to the attention of the Supplier, the Supplier shall, without limiting any other right or remedy of the Customer, use its reasonable endeavours to provide such further services as are necessary in order to rectify the complaint as soon as is reasonably practicable.
13. In consideration of the provision of the Services by the Supplier, the Customer shall pay the Service Charges as set out on each invoice, which specifies whether the charges are on a time and materials basis, a fixed price basis, or a combination of both. Time is of the essence for the payment of the Service Charges.
14. All charges quoted or invoiced to the Customer are exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate, if applicable.
15. Where Services are provided on a time and materials basis:
16. Where Services are provided for a fixed fee, the fee on Service Charges is set out in writing . Upon completion of the Services or when an agreed instalment is due, the Supplier shall invoice the Customer that are then payable, together with any Equipment, materials and expenses, which have not been expressly included.
17. Expenses incurred by the Supplier may include: software services specific to completing the Service, online services specific to completing the Service, travelling outside of London, the cost of hotel, and any other expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of the Services. Any expenses must be pre-approved by the Customer in writing. Such expenses, materials and third party services must be invoiced by the Supplier at cost, together with VAT, which the Supplier will add to its invoices at the appropriate rate.
18. The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 14 days of receipt (which shall be determined in accordance with the section below (Notices)) to a bank account nominated in writing (on the Due Date). Other payment methods are available and may be taken:
a. by credit / debit card (via Stripe) but maybe subject to an additional charge as notified by the Supplier.
b. by online money transfer services (such as PayPal) but subject to an additional charge as notified by the Supplier.
19. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the Due Date:
20. All sums payable to the Supplier under this Agreement shall become due immediately on its termination, despite any other provision.
21. The Supplier and the Customer shall pay all amounts due under this Agreement in full without any deduction except as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.
22. The Customer may at any time during the term of this Agreement request a change in the Specification, or the addition of new Services (Change Request) by notifying the Supplier in writing.
23. The Supplier shall give due consideration to any Change Request from Customer and shall, within 30 Working Days of receiving a Change Request from the Customer:
24. Any Change Proposal provided by the Supplier under the above clause shall be based on the Service Charges.
25. The Customer shall give due consideration to the Supplier’s Change Proposal under the clause above and shall within 14 Working Days after receipt of the Change Proposal either give the Supplier a written notice accepting the Change Proposal (subject to or without further negotiation) or rejecting the Change Proposal. If the Customer accepts the Change Proposal, the parties shall as soon as reasonably practicable execute a variation to the Agreement and the Supplier shall implement the agreed variation.
26. The Supplier shall have the right to make any changes to the Services, which are necessary to comply with any applicable law or safety requirement, provided that the Supplier gives the Customer reasonable notice of such changes and that such changes do not materially affect the nature/scope of the Services or the Service Charges.
27. The Supplier shall indemnify the Customer against any claim by any other person that the provision of the Services to the Customer in accordance with this Agreement infringes any Intellectual Property Rights of that other person.
28. If the Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
29. Nothing in this Agreement limits or excludes either party’s liability for:
a. fraud or fraudulent misrepresentation; or
b. any other liability which cannot be limited or excluded by applicable law.
30. Subject to the above clause and the clause above (Indemnity), neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
a. loss of profits;
b. loss of sales or business;
c. loss of agreements or contracts; d.loss of anticipated savings;
e. loss of or damage to goodwill;
f. any indirect or consequential loss.
31. Subject to the two proceeding clauses and the clause above (Indemnity), there will be no liability of either party for any other loss of the other party in respect of any one event or series of connected events.
32. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
34. Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
d.where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
e. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.
35. Subject to all fees due and payable under this Agreement having been received by Supplier in full and cleared funds, the copyright and Intellectual Property Rights in all other aspects of the Deliverables (including any bespoke code, designs, logos, interfaces etc developed specifically for Customer) shall be transferred to the Customer upon Termination or expiry of this Agreement.
Supplier shall ensure that its employees, contractors, consultants and sub-contractors waive all moral rights they might have in the Deliverables. For the avoidance of doubt, all work completed and paid for in respect of each sprint and/ or milestone shall form part of the assigned Intellectual Property Rights irrespective of whether this Agreement terminates sooner than expected for whatever reason.
36. Where the Deliverables under this Agreement uses Open Source Software in whole or in part in the provision of the Services, such Open Source Software shall be licensed according to the terms and conditions of the specific licence under which the relevant Open Source Software is distributed.
37. Each party warrants and represents that it has made, and undertakes that at all times during the term of this Agreement it will maintain, any notification and registration required under the Data Protection Act 1998 (DPA) that relate to the performance of its obligations under this Agreement.
38. Each party undertakes that in the performance of this Agreement it will comply with the DPA, and in particular the Data Protection Principles set out in the DPA, and with any guidance issued from time to time by the Information Commissioner.
39. The parties agree that the project shall unfold in an incremental and iterative manner by agreement between the parties in respect of the Specifications of the Agreement and throughout the sprint cycles and the achievement of milestones including in response to all workflow, feedback and testing carried out in a collaborative and responsive manner.
40. The Customer and Supplier shall have successfully carried out their own testing.
41. If any major Defects (a process that will stop software working as intended) reported during the Supplier and Customer testing then the Supplier will notify the Customer of fix with the steps taken to resolve the Defects. Resolution of major Defects will be up to the Supplies desecration to decide if it falls within the Service Charge. The process in the above clause requires a level of repeat testing both parties might take. In the event that the Agreement has not been terminated, Customer testing is completed and there are no major Defects reported, the Deliverables shall be deemed to be accepted.
42. Resolution of minor Defects (a process that works but could be improved) will be up to the Supplies desecration to decide if it falls within the Service Charge. The process in the above clause requires a level of repeat testing both parties might take. In the event that the Agreement has not been terminated, Customer testing is completed and there are no minor Defects reported, the Deliverables shall be deemed to be accepted.
43. Does not include Any Defects arise relating to the Deliverables that have been deemed modified in any aspect by Any other party other than the Supplier (including Supplier subcontractors).
44. The Deliverables will be signed off as accepted by Customer on the later of:
38. Each party undertakes that in the performance of this Agreement it will comply with the DPA, and in particular the Data Protection Principles set out in the DPA, and with any guidance issued from time to time by the Information Commissioner.
45. The Supplier and its agents, sub-contractors, consultants or employees shall:
a.comply with all applicable laws, regulations, statutes, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Bribery Laws);
b.not commit an offence under sections 1, 2 or 6 of the Bribery Act 2010;
c.comply with any relevant industry code related to Anti-Bribery (Bribery Policies);
d. shall have, maintain, and enforce throughout the term of this Agreement its own policies and procedures, to ensure compliance with the Bribery Laws and the Bribery Policies; and
e.promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement.
46. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of 1 year after the last date of supply of the Services or termination of this Agreement (whichever is the latest), solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier in the provision of the Services.
47. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
48. Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.
49. The party affected by a circumstance beyond its control shall use all reasonable endeavours to mitigate the effect of the force majeure upon the performance of its obligations.
50. The corresponding obligations of the other party will be suspended to the same extent as those of the party affected by a force majeure event.
51. If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under this Agreement.
52. A party may terminate the Agreement immediately by giving written notice to the other party if that other party:
53. On termination or expiry of this Agreement:
54. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of a breach of the agreement which existed at or before the date of termination or expiry.
55. Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.
56. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
57. No party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
58. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
59. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
60. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
61. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
62. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
63. Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
64. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party’s registered address or place of business, or sent by email to the other party’s main business email address as notified to the sending party. Notices:
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Love the Idea Ltd.
124 City Road, London
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