Professional Services Terms

Introduction

By signing or submitting an Order Form (whether in hard copy for or via our online ordering process) or receiving, accessing or using the Professional Services provided by Acceleraate Limited (“Supplier”) you, a person or legal entity, agree to be bound by the Professional Services Terms (“PS Terms”). If you sign or accept an Order Form or Statement of Work, or engage the Professional Services on behalf of a company or other legal entity, you represent that you have authority to bind such entity to these PS Terms. If you do not have such authority, or if you do not agree with the PS Terms, you must not accept these PS Terms and may not access or receive the Professional Services.

For the purpose of the PS Terms, any person or legal entity making use of or purchasing the Professional Services, will be referred to as the Customer or you. The Supplier and Customer are also referred to as a Party individually and collectively referred to as the Parties.

1. Commencement and Duration

   1. These PS Terms shall apply from the Effective Date until all Statements of Work have been completed or terminated, unless terminated earlier in accordance with these PS Terms (“Term”).

   2. Professional Services shall commence on the Start Date specified in the applicable Order Form or Statement of Work.

2. Professional Services

   1. The Supplier shall provide the Professional Services to Customer in accordance with the applicable Order Form and Statement of Work.

   2. Each Order Form and Statement of Work shall be governed by the PS Terms. In the event of any conflict between the documents referred to in the PS Terms, the following order of precedence shall apply:

      1. the Statement of Work;

      2. the Order Form;

      3. The DPA;

      4. The PS Terms.

   3. The Supplier shall:

      1. perform the Professional Services with reasonable skill and care, in accordance with good industry practice and standards;

      2. use reasonable endeavours to meet any performance dates specified in a Statement of Work;

      3. maintain all licences, consents and permissions needed to supply the Professional Services in accordance with these PS Terms, excluding any licences, consents and permissions that the Customer is responsible for maintaining;

      4. use reasonable endeavours to ensure its personnel observe any health and safety and security requirements that apply at the Customer’s premises they access and that have been communicated to the Supplier in advance. The Supplier shall not be liable if, as a result of observing these requirements, it is in breach of any of its obligations under these PS Terms;

      5. comply with all applicable laws, statutes and regulations in force from time to time, provided that the Supplier shall not be liable under the PS Terms if such compliance results in a breach of its obligations under the PS Terms;

      6. use reasonable endeavours to ensure continuity of personnel assigned to provide the Professional Services, but may replace or reassign such personnel if necessary provided that:

         1. the standard of Professional Services is not materially adversely affected; and

         2. any replacement personnel have substantially equivalent or better qualifications and experience.

3. Customer Obligations

   1. The Customer shall:

      1. co-operate with the Supplier in all matters relating to the Professional Services;

      2. provide, in a timely manner and at no charge, such information, documentation, materials, and decisions as the Supplier may reasonably require for the performance of the Professional Services, and ensure that such information is accurate, complete and not misleading in any material respect;

      3. provide the Supplier with such access to the Customer's premises, systems, and data as is reasonably required by the Supplier to perform the Professional Services;

      4. ensure that its relevant personnel are available to provide input, feedback, and approvals as reasonably required by the Supplier;

      5. ensure that its relevant personnel are suitably trained, experienced and qualified, and are available in a timely manner as reasonably required for the performance of the Professional Services;

      6. ensure that its relevant personnel have full authority to provide instructions, approvals and make decisions on behalf of the Customer in connection with the Professional Services;

      7. comply with any additional Customer responsibilities set out in an applicable Statement of Work; and

      8. be responsible for the accuracy and completeness of any specifications, instructions, or requirements provided to the Supplier.

   2. If the Supplier's performance of its obligations under the PS Terms is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants, or employees, the Supplier shall:

      1. not be liable for any such delay or failure to perform its obligations;

      2. be entitled to an extension of time for performance equal to the delay caused; and

      3. be entitled to recover any additional costs reasonably incurred as a result of the delay.

   3. The Customer shall consent to the Supplier using the Customer’s group logos on the Supplier’s website, marketing collateral and exhibition stands, subject to the Customer’s prior approval. The Customer’s approval shall not be unreasonably withheld or delayed.

4. Payment and Fees

   1. The Customer shall pay the Fees to the Supplier in accordance with the payment terms set out in the applicable Order Form and the PS Terms.

   2. Unless otherwise specified in the applicable Order Form, Fees shall be on a time and materials basis or fixed fee basis.

   3. Unless otherwise set out in the Order Form:

      1. for time and materials engagements, the Supplier shall invoice the Customer monthly in arrears for the Professional Services provided during the preceding month, based on the daily or hourly rates specified in the Order Form;

      2. for fixed fee engagements, the Supplier shall invoice the Customer according to the milestone related payment schedule specified in the applicable Order Form, typically 50% of the total applicable Fees upon signature and 50% of the total applicable Fees on completion of user acceptance testing; and

      3. for CXaaS, the Supplier shall invoice the Customer monthly in advance at the rate specified in the Order Form.

   4. In addition to the Fees, the Customer shall reimburse the Supplier for any reasonable expenses incurred in the performance of the Professional Services, in accordance with the Permitted Expenses listed in the Order Form, and provided such expenses are supported by appropriate receipts or other evidence of expenditure and approved by the Customer in advance.

   5. All amounts are payable in GBP, or as otherwise stated in the Order Form.

   6. Invoices are due within 30 days of receipt unless otherwise stipulated on the Order Form. In the event of late payment, the Supplier may suspend the Professional Services and charge interest on any outstanding amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest shall accrue on a daily basis from the due date until paid in full. The suspension of the Professional Services will not relieve the Customer of its obligation to pay such invoices or any other Fees payable to the Supplier.

   7. The Supplier will not interact with any vendor portals or similar platforms specified or requested by the Customer for any invoice or payment-related activities.

   8. Each Statement of Work is a separate and independent engagement governed by these PS Terms. Fees set out in one Statement of Work apply solely to that Statement of Work and do not create any entitlement to the same pricing for future Statements of Work. The Supplier may vary or increase its Fees from time to time, provided that any such change shall only come into effect for any future Statement of Work and shall not apply to any Statement of Work already in progress.

   9. Fees are exclusive of VAT and other applicable taxes, which shall be paid by the Customer at the prevailing rate.

5. Intellectual Property Rights

   1. Unless otherwise specified in the applicable Statement of Work, the Supplier and its licensors shall retain ownership of all Supplier Background IPR. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

   2. The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual licence to use the Supplier Background IPR for the purpose of receiving the Professional Services and using the Deliverables solely in connection with the specific Zoom implementation delivered under the applicable Statement of Work, and for maintaining and correcting errors in the Professional Services and Deliverables. This includes the right to permit use by contractors and the Customer’s Affiliates solely to the extent necessary for them to operate and/or maintain and correct errors in the Deliverables on the Customer’s behalf in connection with the Customer’s internal business operations. The Customer shall remain responsible for any such use.

   3. The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the Term of the PS Terms for the purpose of providing the Professional Services to the Customer in accordance with the PS Terms.

   4. All Newly Created IPR developed or created pursuant to the PS Terms shall automatically vest in the Supplier upon creation (without the need to execute any further deeds or documents). In consideration for the licences granted to the Customer in clauses 5.2 and 5.5, the Customer hereby assigns all such Newly Created IPR to the Supplier, by way of assignment of future Newly Created IPR, with full title guarantee and without charge to the Supplier.

   5. Subject to full payment of any Fees for the applicable Statement of Work, the Supplier grants to the Customer a non-exclusive, worldwide, royalty-free, perpetual licence to use, modify, and copy the Newly Created IPR solely for the purpose of operating and maintaining the specific Zoom implementation delivered under the applicable Statement of Work, provided that the Customer remains responsible for such use.

   6. The licences granted in this clause 5 do not include any right to commercialise, distribute, or provide services to third parties. The licences granted in this clause 5 do not apply to the Customer’s use of any of the Supplier’s other services or platforms, which are governed by separate terms and conditions or terminate automatically upon completion or termination of the applicable Statement of Work.

   7. Except as expressly provided in the PS Terms, the Customer is not permitted to sub-licence, assign or otherwise transfer the rights granted under this clause to its holding company, its subsidiaries and any subsidiaries of such holding company from time to time.

   8. The Supplier shall indemnify the Customer in full against any sums awarded by a court against the Customer arising out of or in connection with any claim brought against the Customer for infringement of a third party’s Intellectual Property Rights arising out of or in connection with the receipt or use of the Professional Services by the Customer, provided that this indemnity shall not apply to the extent the claim arises from:

      1. any modification of the Supplier Background IPR or Newly Created IPR by the Customer or its contractors (unless such modification was authorised in writing by the Supplier); or

      2. use of the Supplier Background IPR or Newly Created IPR other than in accordance with the PS Terms or the Supplier’s written instructions.

   9. The Customer shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising out of or in connection with any claim brought against the Supplier for infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Customer Materials by the Supplier.

   10. Notwithstanding any other provision of this clause 5, the Supplier shall retain ownership of:

       1. any general know-how, techniques, methodologies, processes, or technologies developed or used by the Supplier in connection with the Professional Services;

       2. any modifications or enhancements to the Supplier's existing products or services; and

       3. any tools, templates, or reusable components developed by the Supplier during the provision of the Professional Services.

   11. Each Party warrants that it has the right to grant the licences and rights as set out in this clause 5.

6. User Acceptance Testing

   1. Following signature of any Order Form, the Supplier and the Customer shall conduct discovery and design sessions and document the outputs of these sessions in a Workbook, which shall be signed by the Parties before the Supplier commences the build phase and serve as the agreed specification for the Acceptance Criteria for the applicable Deliverables. The Workbook shall form part of the applicable Statement of Work and, in the event of any conflict between the Workbook and other provisions of the Statement of Work, the Workbook shall prevail in relation to the specification and Acceptance Criteria only.

   2. Any changes requested by the Customer after this stage shall constitute a change request and the Change Control Procedure in clause 7 shall apply.

   3. Unless otherwise specified in the applicable Statement of Work or agreed between the Parties in writing, the following acceptance procedure shall apply to the Deliverables:

      1. upon completion of the Deliverables, the Supplier shall notify the Customer in writing that the Deliverables are ready for acceptance testing and provide the Customer with access to the Deliverables in the agreed test environment;

      2. the Customer shall have up to 10 Business Days (or such other period as specified in the Statement of Work) from the Supplier’s notification (“User Acceptance Period”) to conduct acceptance testing against the Acceptance Criteria and notify the Supplier in writing of any defects that cause the Deliverables to fail to meet the Acceptance Criteria via the Supplier’s defined process (“Defect Notice”);

      3. if the Customer issues a Defect Notice, it shall provide reasonable detail and supporting information of each defect to enable the Supplier to reproduce the defect and remedy it;

      4. if the Customer notifies the Supplier of a Defect Notice during the User Acceptance Period, the Supplier shall have 10 Business Days from receipt of the Defect Notice (“Supplier Remediation Period”) to use reasonable endeavours to correct such defects and resubmit the Deliverables for further acceptance testing;

      5. upon resubmission of the Deliverables following remediation, the Customer shall have a further 5 Business Days (“Re-testing Period”) to test only:

         1. the defects identified in the original Defect Notice; and

         2. any areas of functionality directly affected by the remediation; and

      6. deliverables shall be deemed accepted by the Customer on the earliest of:

         1. the Customer providing written confirmation of acceptance;

         2. the expiry of the Customer Testing Period (or any Re-Testing Period) without the Customer issuing a valid Defect Notice; or

         3. the Customer using the Deliverables in a live environment (other than for the purpose of user acceptance testing.

   4. The Customer shall not unreasonably withhold or delay acceptance of any Deliverables that substantially meet the Acceptance Criteria.

   5. Minor defects that do not materially affect the functionality of the Deliverables shall not be grounds for rejection.

   6. Any defects that are deemed to be a change to the Agreed Specification for the Deliverables, will be out of scope and shall not be grounds for rejection.

   7. Any defects that are deemed to be as a result of Zoom behaviour, limitation or characteristic will be out of scope and shall not be grounds for rejection.

   8. Where a Statement of Work specifies multiple Deliverables with separate delivery dates or go-live dates, the Acceptance Criteria in clause 6.3 above shall apply to each Deliverable independently.

   9. Where Deliverables are interdependent, the Parties shall agree in the applicable Statement of Work:

      1. the sequence of delivery and testing;

      2. any dependencies between Deliverables that affect acceptance; and

      3. the approach to integrated testing of multiple Deliverables.

   10. Deemed acceptance shall have the same effect as express written acceptance for all purposes under the PS Terms, including triggering any payment milestones.

7. Change Control Procedure

   1. Either Party may propose changes to the scope, nature, time schedule, or other material terms in a Statement of Work by submitting a change request to the other Party in writing. Upon sign off of the Workbook, any subsequent changes to the Agreed Specification will be deemed a formal change and require approval in writing by the Supplier following a change request, unless clauses 7.6, 7.7 or 7.10 apply.

   2. The Customer may propose a change by submitting a written change request to the Supplier, which shall include:

      1. a description of the proposed change;

      2. the desired implementation timeframe; and

      3. any potential dependencies or constraints the Customer is aware of.

   3. The Supplier shall, within a reasonable time after receiving a change request, provide a written estimate to Customer of:

      1. the likely time required to implement the change;

      2. any variations to the Professional Services Fees arising from the change;

      3. the likely effect of the change on the Statement of Work; and

      4. any other impact of the change on the terms of the PS Terms or any Statement of Work.

   4. The Supplier shall not be obliged to proceed with any work related to the change request prior to the Parties signing a written amendment to the relevant Statement or Work and Workbook (where applicable) (“Change Order”), except where clauses 7.6, 7.7 or 7.10 apply. No change shall be effective unless and until a Change Order is signed by authorised representatives of both Parties.

   5. If the Supplier encounters circumstances that may necessitate a change to the Professional Services, it shall notify Customer as soon as reasonably practicable and the Parties shall discuss the need for and scope of any change in good faith.

   6. For fixed price Statements of Work, all changes must follow the change control procedure above. For Statements of Work that specify Time and Materials pricing (“T&M Projects”) the following variations shall not require a formal change request or Change Order:

      1. minor adjustments to functionality that do not alter the core Deliverables as described in the Agreed Specification;

      2. clarifications or refinements to requirements that are consistent with the Agreed Specification;

      3. minor corrections or adjustments required due to errors or ambiguities in the information provided during discovery; or

      4. any other variation that the Parties agree in the Workbook may be treated as a minor variation.

   7. A variation shall only be considered minor if:

      1. the budget threshold specified in the applicable Statement of Work is not exceeded;

      2. the variation does not materially impact the agreed delivery schedule or any key milestone dates specified in the Statement of Work; or

      3. the Supplier has confirmed in writing that the variation is to be treated as a minor variation.

   8. If the cumulative effort for minor variations approaches the threshold in clause 7.7(a), the Supplier shall notify the Customer and the Parties shall discuss and agree whether:

      1. an increase in the threshold is required via Change Order;

      2. it is necessary to cease applying the minor variation and require a formal change request; or

      3. adjust the scope of the Statement of Work.

   9. If any variation exceeds the threshold in clause 7.6, it shall be treated as a change requiring a Change Order and processed in accordance with 7.2 to 7.4.

   10. The Supplier may proceed with implementing an Emergency Change without a signed Change Order if:

       1. the urgency is such that obtaining written approval in advance is not reasonably practicable;

       2. the Customer has given verbal approval; or

       3. the Supplier reasonably believes immediate action is necessary to protect the Customer’s interests.

8. Data Protection

   1. Each Party shall comply with the Data Protection Legislation and the Parties acknowledge for the purposes of the provision of the Professional Services, the Customer is the Controller and the Supplier is the Processor. The Professional Services Data Processing Agreement applies where the Supplier’s performance of its obligations under these PS Terms requires the Supplier to process Personal Data on behalf of the Customer.

   2. The Customer shall ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration and purpose of the PS Terms and any Statement of Work.

   3. In the event the Supplier acts as Controller in its processing of any Personal Data outside of the provision of the Professional Services, the Supplier’s Privacy Policy applies.

9. Termination

   1. Either Party may terminate a Statement of Work:

      1. in accordance with any specific termination provisions set out in that Statement of Work;

      2. by giving 30 days written notice to the other Party;

      3. by giving written notice to the other Party if the other Party commits a material breach of the Statement of Work or the PS Terms that is not remedied within 14 days of receipt of notice of the breach;

      4. if the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

      5. the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

      6. the other Party's financial position deteriorates to such an extent that in the terminating Party's reasonable opinion the other Party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

   2. The Supplier may terminate the PS Terms with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the PS Terms or an Order Form on the due date for payment.

   3. Upon termination of a Statement of Work or these PS Terms for any reason:

      1. the Customer shall pay Supplier all amounts due for Professional Services performed and Deliverables provided up to the date of termination;

      2. for time and materials engagements, the Customer shall pay for hours worked up to the effective date of termination;

      3. for fixed fee engagements:

         1. the Customer shall pay for completed Milestones and a pro-rated amount for partially completed Milestones;

         2. if termination is for the Supplier's material breach, the Customer shall pay only for accepted Deliverables;

      4. the Supplier shall return or securely destroy, at Customer's option, all Customer Materials related to the terminated Statement of Work; and

      5. each Party shall return any Confidential Information of the other Party related exclusively to the terminated Statement of Work.

   4. Termination of a Statement of Work shall not affect any other Statements of Work, or the PS Terms, which shall remain in full force and effect.

   5. Any provision of the PS Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

   6. Termination or expiry of the PS Terms shall not affect any of the 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 any breach of the PS Terms which existed at or before the date of termination or expiry.

10. Confidentiality

    1. Each Party will keep confidential all information disclosed by the other Party “Disclosing Party”) and shall not, without the Disclosing Party’s prior written consent, disclose, copy or modify the Disclosing Party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under these PS Terms. The Parties agree that either Party may be provided with Confidential Information under these PS Terms and that for this purpose Confidential Information is material that is disclosed by either Party which is:

       1. labelled confidential information; or

       2. would reasonably be considered confidential because of its nature and the manner of disclosure.

    2. Confidential Information includes the Customer Materials, and all aspects of the Professional Services and the Fees.

    3. Confidential Information does not include information:

       1. that is or becomes publicly known;

       2. is lawfully disclosed to the receiving Party by a third party without restriction on that disclosure;

       3. is independently developed by the receiving Party, and this can be demonstrated by written evidence; or

       4. is required to be disclosed by law, any court or regulatory or administrative body.

    4. The Parties agree to:

       1. hold the other Party’s Confidential Information in confidence;

       2. promptly notify the other of any unauthorised use, disclosure, theft or loss of the Disclosing Party’s Confidential Information immediately upon becoming aware of the same.

    5. The Customer agrees that the Supplier may disclose the Customer’s Confidential Information to those of the Supplier’s employees and contractors who are involved in providing the Services, but only where necessary under these PS Terms and provided they are bound by similar confidentiality obligations. The Supplier will remain responsible for their compliance with this clause 10.

    6. The provisions of this clause 10 shall survive termination or expiry of these PS Terms, howsoever caused or implemented.

11. Limitation of Liability

    1. Nothing in the PS Terms limits the Customer’s obligations to pay the Fees.

    2. Nothing in the PS Terms limits liability for:

       1. any liability that cannot be excluded or limited by law;

       2. death or personal injury caused by negligence; or

       3. fraud or fraudulent misrepresentation.

    3. Subject to clause 11.2 the Supplier's total aggregate liability for any claims arising out of or in connection with each Statement of Work, whether in contract, tort (including negligence), misrepresentation, or otherwise, shall be limited to £500,000.

    4. Notwithstanding the limitations of liability in the PS Terms, the Supplier shall not be liable for:

       1. delays or failures resulting from the Customer's failure to perform its obligations under the PS Terms or a Statement of Work;

       2. defects in the Deliverables resulting from modifications, configurations, or changes made by the Customer or any third party without the Supplier's approval;

       3. failures resulting from the Deliverables being used in a manner not specified in the applicable Statement of Work or the Supplier's instructions;

       4. defects or failures resulting from incorrect or incomplete information or materials provided by the Customer;

       5. defects or failures which the Customer has expressly accepted in writing following acceptance testing;

       6. defects which were discoverable through reasonable testing during the acceptance testing period but were not identified by the Customer;

       7. loss of profits;

       8. loss of sales or business;

       9. loss of anticipated savings;

       10. loss of use of corruption of software, data or information;

       11. loss of or damage to goodwill; and

       12. indirect or consequential loss.

    5. The Supplier shall have no liability for any loss or damage to the extent that such loss or damage arises from or relates to the failure, malfunction, or unavailability of:

       1. the Zoom platform or any other third party software or services;

       2. the Customer’s existing systems, network infrastructure, or internet connectivity;

       3. the Customer to cooperate or provide timely information;

       4. any hardware not supplied by the Supplier; or

       5. is caused by the Customer’s failure to implement reasonable business continuity or disaster recovery procedures.

12. Subcontracting
    The Supplier may appoint suitably qualified and skilled subcontractors to perform specific parts of the Professional Services. The Supplier shall remain liable for the acts and omissions of its subcontractors as if they were the acts and omissions of the Supplier. The Supplier will discuss any proposed subcontracting arrangements with the Customer in advance.

13. Force Majeure
    Neither Party shall in any circumstances be in breach of a Statement of Work or the PS Terms nor liable for delay in performing, or failure to perform, any of its obligations under the PS Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 30 days, the Party not affected may terminate the affected Statement of Work by giving 30 days written notice to the other Party.

14. Non-Solicitation

    1. During the Term and for a period of 2 years after termination or expiry of these PS Terms, the Customer shall not (and shall procure that none of its Affiliates shall), without the prior written consent of the Supplier:

       1. solicit or entice away (or attempt to solicit or entice away) any Restricted Person from the employment of the Supplier (or any of its Affiliates), other than by means of a public recruitment campaign not specifically targeted at the staff of the Supplier; or

       2. employ or engage any Restricted Person.

    2. If the Customer commits any breach of clause 14.1, the Customer shall, on demand, pay to the Supplier a sum equal to 100% of one year’s basic salary that was payable by the Supplier to the Restricted Person, plus the recruitment costs incurred by the Supplier in replacing that person.

15. Entire Agreement
    These PS Terms constitute the entire agreement between the Parties. Each Party acknowledges that in entering into these PS Terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these PS Terms. Each Party agrees that it has no claim for innocent or negligent misrepresentation based on any statement in these PS Terms.

16. Variation
    No variation of these PS Terms shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

17. Assignment and Other Dealings

    1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these PS Terms.

    2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these PS Terms.

18. Waiver

    A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

19. Severance

    1. If any provision or part-provision of the PS Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the PS Terms.

    2. If any provision or part-provision of the PS Terms is deemed deleted under clause 19.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. No partnership or agency

    1. Nothing in the PS Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided.

    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

21. Third party rights
    No one other than a Party to these PS Terms, their successors and permitted assigns shall have any right to enforce any of its terms.

22. Rights and remedies
    The rights and remedies provided under the PS Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

23. Notices

    1. Any notice given to a Party under or in connection with these PS Terms shall be in writing and shall be:

       1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

       2. sent by email to contractnotices@acceleraate.com for the Supplier, and the email address provided by the Customer to the Supplier on the applicable Order Form.

    2. Any notice shall be deemed to have been received:

       1. If delivered by hand, at the time the notice is left at the proper address;

       2. If sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the Business Day after posting;

       3. If sent by email, at the time of transmission, or, if this time falls outside of Business Hours in the palace of receipt, when Business Hours resume.

    3. This clause 22 does not apply to the service of any proceedings or other documents in any legal action, or, where applicable, any arbitration or other method of dispute resolution.

24. Survival

    1. Any provision of these PS Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these PS Terms shall remain in full force and effect.

    2. Termination or expiry of these PS Terms shall not affect any rights, remedies, obligations or liability of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these PS Terms which existed at or before the date of termination or expiry.

25. Governing law
    These PS Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.

26. Jurisdiction
    The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with the PS Terms, its subject matter or its formation (including non-contractual disputes or claims).

27. Definitions

    The following definitions and rules of interpretation apply in these PS Terms:
    Acceptance Criteria means the agreed specification in respect of the Deliverables, which shall be included in the Workbook and form the criteria for acceptance.
    Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting interests of the entity.
    Business Days means a day other than a Saturday, Sunday or public holiday in England, when banks of London are open for business.
    Business Hours means 9:00am to 5:00pm Monday to Friday on a day that is not a public holiday in the place of a receipt.
    Change Control Procedure means the procedure for managing changes as set out in clause 7 of the PS Terms.
    Change Order means the written amendment to a Workbook or a Statement of Work, executed by both Parties in accordance with clause 7 to document an approved change and form part of the applicable Statement of Work.
    Customer Materials means all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier in which Intellectual Property Rights are owned by the Customer.
    CXaaS or Customer Experience as a Service means the ongoing service provided by the Supplier to the Customer, as detailed in the Order Form (where applicable).
    Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the United Kingdom which apply to a Party including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and the regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and (where applicable) the EU GDPR and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority relating to the use of personal data.
    Deliverables means each distinct output, configuration, or implementation specified in a Statement of Work as a separate deliverable item, which may encompass documents, products, materials, software configurations, integrations, and customisations developed by the Supplier specifically for Customer in relation to the Professional Services.
    Effective Date means the date these PS Terms are signed by both Parties.
    Emergency Change means a change that the Supplier reasonably determines must be implemented immediately where delay would create material risk to the Customer’s business operations or the viability of the Professional Services, including but not limited to, urgently addressing a critical security vulnerability, ensuring compliance with applicable laws or regulations, responding to a failure or change in the Zoom Products that materially affects the Professional Services.
    EU GDPR means the General Data Protection Regulation 2016/679.
    Fees means the charges for the Professional Services as set out in the applicable Order Form.
    Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    Milestone means a milestone for the provision of Professional Services or delivery of Deliverables as specified in an Order Form or Statement of Work.
    Newly Created IPR means all Intellectual Property Rights specifically developed or created by or on behalf of the Supplier for the sole purpose of fulfilling the Supplier’s obligations under a specific Statement of Work and embodied in the Deliverables, but excluding any Customer Materials, Supplier Background IPR, and any general know-how or techniques acquired by the Supplier.
    Permitted Expenses means the reasonable expenses permitted, as listed in any Order Form.
    Professional Services means the services to be provided by Supplier to Customer as detailed in a Statement of Work, which may include (without limitation) consultancy, integration, implementation, and customisation services.
    Restricted Person means any person employed by the Supplier during the Term who is or has been involved in the provision of the Professional Services.
    Start Date means the date the Professional Services shall commence as set out in the Order Form.
    Statement of Work or SOW means a written document agreed and signed by both Parties describing the specific Professional Services to be performed by Supplier, substantially in the form set out in Appendix 1 to the PS Terms.
    Supplier Background IPR means all Intellectual Property Rights owned by or licensed to the Supplier (other than Newly Created IPR), including all pre-existing software, tools, frameworks, methodologies, processes, templates, know-how and technical documentation, and any modifications, enhancements, or derivative works of general application developed by the Supplier at any time (whether before, during, or after the Term).
    Supplier IPR means the Supplier Background IPR and Newly Created IPR.
    Term means the period defined in clause 1.1.
    Third Party Solutions means the third party software or services that interoperate, integrate, or are otherwise used in connection with the Professional Services, or Platform and Services.
    User Acceptance Period means as defined in clause 6.3(b).
    Workbook the document created by Supplier during discovery sessions recording the agreed specification, requirements and Acceptance Criteria for the Deliverables, as signed by the Parties.
    UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
    Zoom means Zoom Communications Inc.
    Zoom Products means any Zoom products or Zoom services that interoperate, integrate, or are otherwise used in connection with the Professional Services, or Platform and Services.