Terms of Business

Proposal, Specification and Quote

Every proposal, specification and quote provided by Futuresys Ltd (“us”,”we”,”our”) shall be treated as confidential and remain our property. Proposals and specifications and the related content shall not be passed to third parties. Should the Client not be able to provide a detailed specification for the project, we shall offer to write a specification that describes the work to be carried out in full as a chargeable service. From the specification a fixed price quote shall be drawn up. All quotes are valid for 30 days from issued date. No work shall start until a detailed specification and quotation is agreed and signed off by us and the Client.

Invoices

We will agree a schedule of payments for the commissioned works with the Client, depending on the size of the project, prior to work commencing. An initial invoice for a percentage of the quoted project development cost will be raised according to the scale below.

• Small development projects up to £10,000, 90% initial invoice followed by the remaining 10% prior to going live.
• Medium development projects from £10,001 to £100,000, 75% initial invoice followed by agreed milestone payments.
• Large development projects from £100,001, 50% initial invoice followed by agreed milestone payments.

All invoices shall be payable immediately. No additional work shall take place on the development project until each invoice payment has been received in full. The Client agrees to indemnify us against any losses the Client may incur as a result of any delay in the development of the project due to outstanding payments.

Late Payments

We reserve the right to charge interest at the rate of 5% per annum over the National Westminster Bank plc base rate for the time being on any balances still outstanding for unpaid invoices from 7 days after the invoice due date. We have the right to suspend work for the Client until payment has been received in full. Should invoices remain unpaid for 10 days after the due date, we have the right to remove/take-down all unpaid work and the Client agrees to indemnify us against any losses the Client may incur as a result of this action.

Supplied Content and Assets

It is the responsibility of the Client to ensure all rights and permissions to use the content they supply have been obtained for use on the website or application. The Client agrees to indemnify us against any claims from third parties should the Client have not obtained the correct permissions.

Ownership of Completed Work

We will retain ownership of all assets and code we have created for the Client and all intellectual property rights until full and final payment has been received for the commissioned work, at which point ownership will transfer in full to the Client.

Confidentiality

We and the Client shall not disclose confidential information to any third party throughout the period of engagement and for a minimum of 12 months after completion of the commissioned work and receipt of full and final payment, unless agreed in writing.

Project Management

Prior to commencement of a project, we shall set up the agreed project in our preferred project management system (PMS).

Project Milestones and Payments

We shall set out project milestones and invoice points for the agreed work as described in the project specification. The Client shall check and agree to these before commencement of the work. Each milestone shall be given appropriate delivery dates. If there are any delays due to technical or resourcing issues we shall inform the Client. Should there be delays to the project caused by the Client, we reserve the right to adjust delivery dates for milestones and deliverables. Upon completion of a milestone we shall ask for agreement by email from the Client that the milestone is complete. Receipt by us of the Client’s agreement by email shall act as acceptance and sign-off of the work completed. Should the Client require any amendments after the agreement of the completion of work for a milestone is received by us, the amendments may result in additional costs to the Client. We shall review the amendments and where necessary provide associated quotes for the work. The work for the amendments shall not start until the Client has agreed to any associated costs. All changes from the project specification will be reviewed and costed accordingly with no work on changes starting until the Client has agreed the new costing.

Testing

We shall test each part of the development prior to delivery of the work to the Client to ensure it meets the criteria set out in the specification for the project.

Web Browser Support

All web pages created by us as part of the project shall work in the following modern browsers: Internet Explorer 10 & 11; Firefox v30+ and Google Chrome v40+. The web pages shall also be mobile and tablet friendly through responsive design. It should be noted that the rendering of the web pages in these browsers may vary due to the technical capabilities of each browser. All web pages developed by us shall gracefully degrade in functionality with older versions of the supported browsers and will still be useable. Compatibility with browsers other than those stated above needs to be agreed as part of the project specification and will be costed accordingly.

Web Hosting

We provide a shared hosting service, details of which are available upon request. We also partner with a third party hosting provider. Should the Client choose to source hosting from another supplier other than us, we shall deploy to the hosting of the Client’s choice as long as it provides a compatible hosting environment. We shall provide details of the hosting requirements for the project to the Client and if required will provide chargeable support to the Client to source suitable hosting. We shall not be held responsible for issues relating to hosting once the website is launched if the Client has chosen to hosting with a third party.

Support

Every website or mobile app development provided by us is covered by a 1 month support period from completion of the agreed work, free of charge. During this period Clients shall report all issues to us by email to support@futuresys.co.uk. Clients who purchase an SLA shall be covered for the agreed period of the SLA. Details of the terms for the SLA from us are shown below.

Service Level Agreement (SLA)

We shall offer to the Client an SLA. The provision of the SLA is provided at an additional cost outside that agreed for the development of the project. The SLA is a support agreement that provides the following cover to the Client:

• Any errors or bugs in the work supplied by us in accordance with the specification of the project shall be fixed.
• Editing of text/images/settings outside the control of the Client, e.g. certain areas of templates for websites.

The period of support shall be for a minimum of 12 months and will be billed on a recurring basis. Payment for the SLA shall be made in advance of the period.

To log errors or ask for updates to content not in their control, Clients shall send all communications to sla-support@futuresys.co.uk. SLA support requests logged through any other method shall not be subject to the response times of the SLA. If a request is not covered by the SLA, we shall inform the Client and discuss the request on an additional development basis and provide a proposal for a solution and cost. No work shall take place on a request not covered by the SLA until it is approved by the Client.

Each request received under the SLA shall be classified by us at one of the following levels. We shall endeavour to resolve each request within the given time:

• Urgent: an error which has resulted in the Client’s website, key functionality or mobile app to be unresponsive or offline and causing loss of revenue. Examples include: Client losing email enquiries due to contact form not sending emails, payment gateway not completing transaction or database for app is not responding to requests.
  Response within 1 hour and 2 hourly updates
• High: an error resulting in lower level loss of revenue for the Client and is not considered to be Urgent by the Client.
  Response within 2 hours and 4 hourly updates
• Normal: an error that prevents typical user experience and is not directly resulting in loss of revenue for the client.
  Response within 4 hours and daily updates
• Low: an error that doesn’t prevent the typical user experience and is not affecting the Client’s business.
  Response within 1 day, updates every 2 days

We have no responsibility to respond to requests from Clients for work not covered by the SLA. The exception to this are issues raised in the correct manner during the 1 month support period from completion of the agreed work for a project. When we receive a request for work not covered by the SLA, those Clients with a current SLA will be given priority over those without. We will review the request and respond with a proposed solution and costing for the associated work. These requests will be set at a low priority until the Client agrees to the proposed solution and costs. Timescales for resolution of these requests will be agreed on a per request basis.

If the Client makes changes to the code files or adjusts the settings of the solution provided to the Client by us without prior documented permission of our support team the SLA will be invalid. All subsequent work needed to rectify the issues caused by the Client and bring the solution back to the state is was in before shall be chargeable.

Additional Development

Should the Client require work to be carried out that is not detailed in the project specification, this work shall be declared as additional. We shall review the additional work requirements and provide a quotation accordingly. This additional work shall not be undertaken until full agreement has been received from the Client.

Liability

Under no circumstance shall we be responsible or liable to the Client for any indirect or consequential loss or special damages the Client may suffer even if such loss is reasonably foreseeable or if we have been advised of the possibility of the Client incurring it. We shall not be liable to the Client in any way for any inaccuracies, errors or omissions, regardless of cause in the work or for any damages, whether direct or indirect, resulting from the work.

Termination

We reserve the right to refuse or terminate immediately any project without liability to the Client, if we believe the Client, their website, or any material is illegal, immoral or otherwise deems to be unacceptable; or in our opinion the Client’s behaviour toward our staff is unacceptable. The Client may terminate the relationship with us by giving us one month’s notice in writing, sent to cs@futuresys.co.uk. On termination all outstanding payments shall be settled by the Client and we shall handover all completed work for which we have received payment in full.

Governing Law and Jurisdiction

These terms and conditions shall be governed by and construed in all respects in accordance with the laws of England and each party submits to the exclusive jurisdiction of the English Courts. Futuresys Ltd is a Limited Company registered in England and Wales with company number 05129890.