Terms of Business — Professional Services

Published for reference. Unlike the Swiip service terms, these Terms of Business are not accepted at sign-up — each engagement is agreed in a Statement of Work or Order Form signed by both parties.

These Terms of Business govern professional services (including DevOps Automation and Compliance Automation engagements) provided by Hybytes Ltd ("we"). Each engagement is set out in a Statement of Work or Order Form ("SOW") signed by both parties, which incorporates these Terms and the Data Processing Agreement.

• Services and delivery: we provide the services described in the SOW with reasonable skill and care, to any milestones stated. Changes are agreed in writing through a change request before work proceeds.
• Client obligations: the client provides timely access, information, environments and decisions. Delays caused by the client may extend timelines and be charged at the agreed rates.
• Fees and expenses: fees are fixed-price or time-and-materials at the day rates in the SOW. Pre-agreed reasonable expenses are recharged at cost. Invoices are payable within 14 days (or as the SOW states); late payment carries interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
• Intellectual property: on payment in full, deliverables created specifically for the client are assigned to the client. We retain all pre-existing materials, tools, know-how and generic components ("background IP"), which are licensed to the client as needed to use the deliverables. Third-party and open-source components are provided under their own licences, identified in the SOW or delivery documentation.
• Confidentiality and data protection: as Contracting Framework Sections 2.16 and 6.
• Non-solicitation: during an engagement and for 6 months after, neither party will solicit the other's staff involved in it, other than through general public advertising; the party in breach pays a fee of 20% of the individual's annual remuneration as a genuine pre-estimate of recruitment cost.
• Insurance: we hold professional indemnity, public liability and employer's liability insurance at the levels stated in the SOW, with certificates available on request.
• Liability: as Contracting Framework Section 2.19, with the cap applied to fees paid under the relevant SOW in the 12 months before the claim.
• Termination: either party may terminate a SOW for material breach unremedied after 14 days notice, or on the notice stated in the SOW. Work done and committed costs to the termination date are payable.
• Status: we act as an independent contractor; nothing creates employment, partnership or agency. Where a SOW is stated to be outside IR35, the parties will operate consistently with that determination.