General terms

25th July 2017

  1. Parties

    1. This agreement is between Product Science Ltd, a company registered in England and Wales under number 08369027, trading as “Product Science”, and the organisation or person specified on the order summary accompanying this document.
  2. Definitions

    The Work is a specific set of activities (carried out by Product Science for a fee) with a tangible outcome.
    Feedback Period
    The Feedback Period is the amount of staff time available to make small changes and amendments to the Work after we believe it is complete.
    Required Materials
    Required Materials are things that Product Science needs in order to complete the Work or part of it, including but not limited to images, text content, licences, consents, or clear instructions.
  3. Proposal

    1. Before starting the Work, Product Science will provide a proposal.
    2. The proposal Product Science provides will contain:

      1. A description of the Work;
      2. An indication of when the Work will begin and end;
      3. An estimate of how much staff time the Work will require;
      4. Our fees;
      5. Any other information that we have agreed must be recorded and agreed prior to the commencement of the Work.
  4. The Work

    1. Product Science will complete the Work as described in the proposal.
    2. At any time, you may request that some aspect of the Work be changed. Product Science will make reasonable efforts to comply with that request.
    3. If the Work changes, Product Science may charge additional fees. We will agree any such fees with you before proceeding further with the Work.
    4. When we believe the Work has been completed, we will show you the Work, and ask for your feedback.
    5. If you send us feedback, we will (at no extra charge) spend more time on the Work, up to a maximum of 15% of the staff time estimated in the proposal.
    6. If you require further changes after this time has been spent, Product Science will provide a proposal for a new piece of Work.
  5. Required Materials

    1. In order to complete the Work, there will occasionally be Required Materials that you must provide.
    2. You must provide Required Materials as soon as is reasonably practical.
    3. If Product Science does not have the Required Materials promptly, we may not be able to complete the Work within the deadlines specified in the proposal.
  6. Subcontracting

    1. At Product Science’s sole discretion, freelancers or contractors may be used in place of Product Science employees in order to complete some or all of the Work.
    2. Product Science will not outsource the Work without your prior agreement, which must not be unreasonably withheld or delayed.
  7. Quality

    1. Product Science will deliver the Work to a professional standard.
    2. Product Science is insured against professional negligence to a value of £1,000,000 (the “insured sum”). We would be willing to negotiate an increase in the insured sum on condition that we were able to pass on any corresponding increase in the premium.
  8. Limitation of liability

    1. Product Science cannot guarantee perfect reliability.
    2. Product Science will deliver Work that is as robust and reliable as is reasonably practical.
    3. Product Science will not be liable for any loss of profits or reputation that you suffer, directly or indirectly, as a consequence of the Work.
    4. Nothing in this agreement should be read as excluding our liability for death or personal injury caused by our negligence.
    5. In any event, Product Science’s total liability under this agreement is limited to the lesser of:

      1. The fee for the Work.
      2. The insured sum.
  9. Confidentiality

    1. Product Science believe that it is best to be open.
    2. Product Science will generally not keep the details of the Work confidential, including but not limited to:

      1. The fact that Product Science has a commercial relationship with you;
      2. The nature and goals of the Work;
      3. The Work’s likely completion date(s);
      4. The fee for the Work.
    3. However, Product Science do regard the following as confidential:

      1. The specific content of documents or copy that will be published on any of your websites that is not yet publicly available, most especially the content of forthcoming strategy or policy announcements;
      2. Personal data Product Science acquires during the course of the Work;
      3. The content or existence of any document you send to us that is protectively marked.
    4. If you have additional confidentiality requirements, you must tell us in writing as soon as is reasonably practical.
  10. Intellectual property

    1. Intellectual property in the Work that is created by us shall belong to Product Science.
    2. We grant you a perpetual, irrevocable, non-exclusive, royalty-free licence to use the Work in any manner you see fit.
    3. The Work may contain intellectual property owned by third parties. We will take all reasonable steps to ensure that any such intellectual property is licensed in such a way that you are able to make use of the Work as you see fit.
    4. Product Science may place links or representative screenshots of the Work along with your name or logos on a Product Science website or within other promotional material. To the extent that these materials are owned by you, you agree to grant us a perpetual, irrevocable, non-exclusive, royalty-free licence that authorises this use.
  11. Payments

    1. Product Science will issue invoices for the Work on completion, or at intervals as described in the proposal.
    2. Invoices are payable within 14 days.
    3. Product Science may charge interest on overdue invoices at 5% over the Barclay’s Bank base rate.
    4. You shall make payment by BACS/IBAN transfer or (if agreed in advance with Product Science) credit or debit card. Product Science does not accept cheques.
    5. Credit and debit card payments are subject to a 2.5% fee.
    6. VAT (where applicable) is payable on, and in addition to, all sums due under this agreement.
    7. Product Science issues invoices by email. If you require a paper invoice to be issued, Product Science may charge an additional fee.
  12. Circumstances beyond our control

    1. Product Science will not be liable for any failure caused by industrial action or other circumstances beyond our reasonable control.
  13. Changes to these terms

    1. Product Science may vary these terms at any time upon giving you prior written notice.
    2. If any proposed change in these terms puts you at a material disadvantage you may send us a written objection, in which case, the change will not be binding on you.
    3. Any such written objection must be sent within 14 days of the the notice Product Science sends you.
    4. This clause does not apply if it would violate the terms of a framework agreement of which this agreement forms a part.
  14. Proper law

    1. This agreement is governed by English law and the parties agree that any disputes arising from the agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
  15. Email

    1. Any reference to “in writing” includes email and excludes fax transmissions.
  16. Headings

    1. The section headings contained in this agreement are for reference only and shall not in any way affect the meaning or interpretation of this agreement.
  17. Whole agreement

    1. With the exception of any framework agreement of which this agreement forms a part, this agreement and the proposal that accompanies it constitute the entire agreement between us with respect to the Work, and replaces any prior oral or written agreement which may exist.
  18. Termination

    1. Either party may terminate this contract at any time by giving us 30 days’ notice in writing.

    2. Product Science may terminate this contract without notice if you are in material breach.

    3. At the end of this contract, Product Science will issue a final invoice for any services delivered up to the date of termination, which you shall pay.