Terms and Conditions

Further to our company providing any software development services for your company and your Moodle LMS

please ensure that you have read and signed our terms and conditions. No work is possibly on any IT system

without our ‘terms’ being considered and without a signature from someone representing your organisation

or company. Please download the PDF document from this page as required.

pdf Terms-and-Conditions-IT-development.pdf

Terms and Conditions

The purpose of this section is to provide details of the terms and conditions of our working arrangement to ensure that the expectations of both parties are understood from the outset.

 

Services

PCm2U Ltd (“Vendor”) agrees to perform for …………………………

 

 

(“Customer”) services (“Services”) to generally include, but not be limited to, design, development, coding, testing, documentation, installation, training and maintenance of software programs (“System”) as specified in this or a future Proposal.

 

Customer is hereby contracting with Vendor for these Services and Vendor reserves the right to determine the method, manner and means by which the Services will be performed. Vendor is not required to perform the Services during a fixed hourly or daily time or at a specific location. If any or all Services are performed at Customer’s premises, then Vendor’s time spent at the premises is to be at the discretion of Vendor.

 

Vendor shall take appropriate measures to ensure that the staff who perform Services are competent to do so and that they do not violate any provision of this agreement or subsequent Proposals.

 

Vendor represents that it is an independent contractor and as such agrees to indemnify and hold harmless Customer from any and all liabilities for claims, judgments, or losses and all law suits including the costs, expenses, and attorneys’ fees of any judgment for injuries to or property damage of any person or persons including parties hereto and their employees or agents, and third parties, arising from or caused in whole or in part by any operation incidental to the performance of the contract performed by Vendor for Customer under the terms described herein.

 

Support

Vendor will make its best effort to provide a service that performs as described in all written specifications. Customer is responsible for providing a systems overview (with the guidance of Vendor) that accounts for all scenarios and cases of data that the system may process. Customer agrees to perform testing as mutually defined and agreed upon by Customer and Vendor. Failure for the Customer to remedy any testing results and advice given within two weeks of completion will be treated as though testing had been completed successfully, and payment will be due irrespective of any lapse by the customer in this respect.

endor warrants that Customer will not be charged for fixing defects that slip through the testing phase. A defect is defined as an operation that does not perform as specified in the written specifications and/or change notices, or an application failure message is displayed.

 

A defect must be reproducible at the developer’s site. Non-inclusion of options, behaviour not specifically delineated in the written specifications, and operating system and environmental problems are not considered to be defects. If the problem can be resolved without changing application code, if it is not reproducible upon demand, or if it occurs in a module which has been accepted, and has been working for three months and which has not been changed, then it is not considered to be a defect. This does not mean that Vendor will not resolve these issues; this means that Vendor will not resolve them without charge.

 

There are a multitude of interface behaviour, application performance and general system characteristics for which it would be cost-prohibitive to explicitly delineate. Vendor reserves the right to interpret these and other issues that are not specifically described in a written specification as Vendor sees fit.

 

Customer will be charged on a time and materials basis at Vendor’s rates then in effect for time spent to investigate perceived defects and to repair the problem if indeed the problem is not a defect as defined above.

 

Customer will be charged on a time and materials basis at Vendor’s rates then in effect for services outside the scope of the proposal, including but not limited to:

• Additional training

• Modifications to the system, such as screen or report layouts, after they’ve been accepted by Customer personnel

• Modifications to formulas or calculations to account for scenarios or cases that were not part of the proposal or Test Suite of Data

• Any services relating to modifications made to the application by non-Vendor personnel.

 

Ownership

Materials delivered under this and subsequent proposals include five types of program code (where “Code” refers to program code, screens, and other objects such as libraries and classes needed for complete generation of an executable):

 

1. Generic code already developed by Vendor and used in applications delivered to Customer. An example would be a user log-in screen that requires the user to enter their name and password, and that is part of Vendor’s standard foundation already in existence.

2. Generic code developed by Vendor in response to a request by Customer during the creation of applications for Customer, but that is added to Vendor’s standard foundation. An example would be an error logging routine that supports login via Twitter. This functionality does not currently exist in Vendor’s standard foundation, but would become part of the foundation upon development.

3. Custom code developed by Vendor during the creation of application for Customer that may have use in a non-competitive application for another customer of Vendor. An example would be a mechanism to populate a screen with data from multiple mutually exclusive tables to give the appearance that all data came from a single location. While the implementation of this mechanism may have a specific use in the Customer’s application, it could be applied in applications developer for other customers without infringing on the intellectual investment in the application by the Customer.

4. Custom code developed by Vendor during the creation of application for Customer that is strictly proprietary to the applications that Vendor is developing for Customer. An example would be in the case of an application used by Customer for scheduling events. Custom code, algorithms, or interfaces developed by Vendor or by Customer that give Customer a competitive edge or comprise proprietary knowledge on the part of the Customer make up this fourth type of code.

5. A variety of third-party tools, foundations, and other elements that are the property of a third-party company, that are being used by Vendor for the purpose of development of this application, for which licenses are owned by Vendor, and which may or may not be possessed by Customer in order to run and/or maintain System.

 

In order to provide Vendor with the flexibility needed within their business but at the same time to provide Customer with protection for the investment made in custom application development, Vendor retains all copyright and patent rights with respect to materials described in the first three areas, and grants to Customer a permanent, non-exclusive license to use and employ such materials within their business. Vendor assigns all copyright and patent rights with respect to materials that fall under the fourth area to Customer upon full payment. Modules or routines that fall under the fourth area must be designated as such by the Customer and a specific copyright notice indicating such rights and ownership will be placed in the header of said modules and routines. Items that fall under the fourth area remain the property of the third-party company, but Vendor will supply Customer with information necessary to license said tools, foundations and other elements should Customer desire to.

 

Confidentiality

Each party shall hold in trust for the other party, and shall not disclose to any non party to this Agreement or subsequent Proposals, any confidential information of the other party. Confidential information is information which relates to research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non parties of ordinary skill.

 

Vendor acknowledges that during the performance of this Agreement, Vendor may learn or receive confidential Customer information and therefore Vendor hereby confirms that all such information relating to Customer’s business will be kept confidential by Vendor.

 

We are proud of the work that we do and like to tell the world about it. Unless you object, we will list your project with a short blurb on our website and may discuss it at a feature level with other customers and prospects. We will also include a comment in the site HTML pointing to us as well.

 

Customer Representative

Customer shall designate one employee to represent Customer during the performance of this Agreement. Said employee will be the primary contact for this Agreement, and will be authorized to make financial and legal commitments on the part of Customer. No other Customer employees will be authorized to act in such a capacity unless such authorization is made in writing to Vendor.

This agreement will be revisited and may be renegotiated in the event that the Customer Representative materially changes during the development and/or implementation of System.

 

Disputes

Any dispute, controversy or claim arising out of or relating to this contract, or the breach termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause.

 

The appointing authority shall be conducted via a UK Arbitration Centre. The place of arbitration shall be determined by all concerned in the event of any arbitration needed). There shall be only one arbitrator. Any such arbitration shall be administered by the IAC in accordance with IAC Procedures for Arbitration in force at the date of this contract including such additions to the UNCITRAL Arbitration Rules as are therein contained.

 

Liability

Vendor warrants to Customer that the material, analysis, data, programs and services to be delivered or rendered hereunder will be of the kind and quality designated and will be performed by qualified personnel. Special requirements for format or standards to be followed shall be included in a specific Proposal. Vendor makes no other warranties, whether written, oral or implied, including without limitation warranty of fitness for purpose or merchantability. In no event shall Vendor be liable for indirect, incidental, special, or consequential damages, whether or not the possibility of such damages has been disclosed to Vendor in advance or could have been reasonably foreseen.

Vendor’s liability for Customer’s actual damages will be limited to the actual amount paid by Customer for aforementioned Services. This limitation shall apply regardless of the form of action, whether such liability arises from a claim based on contract, warranty, tort or otherwise, including negligence. This limitation does not include liability due to claims by Customer for bodily injury, damage to real property, or damage to tangible personal property for which Vendor was found legally liable.

 

Customer Representative

Customer shall designate one employee to represent Customer during the performance of this Agreement. Said employee will be the primary contact for this Agreement, and will be authorized to make financial and legal commitments on the part of Customer. No other Customer employees will be authorized to act in such a capacity unless such authorization is made in writing to Vendor.

This agreement will be revisited and may be renegotiated in the event that the Customer Representative materially changes during the development and/or implementation of System.