Terms & Conditions for Professional Services

Latest Revision 19th July 2022

Between Donorfy Ltd, Registered address 7 Pancras Square, King's Cross, London, N1C 4AG, United Kingdom. Company registered in England – number 08922148 (Us) and and You, the organisation identified in the acceptance form above.

Scope

These Terms and Conditions are in relation to professional services that we will provide to you on an ongoing basis. (Note - these T&Cs are for professional services,  not for the Donorfy software-as-a-service solution - please see donorfy.com/terms-and-conditions).

Rates

Our current hourly rates are £130, excluding VAT, per hour.

Time and materials

Time and materials projects consist of purchased billable hours that are estimated for the completion of a project.

We will provide an estimate for the number of hours expected to fulfil a project, however this does not guarantee the project will be completed, as sometimes it may take longer than expected. Should we require more time to fulfil a project, we will let you know how many more hours we expect will be needed. We will not exceed the estimated amount without prior authorisation and any unused hours will not be charged.

Fixed Price

Fixed price projects focus on the delivery of outputs and are built into the original price. Those milestones are not tied to billable hours, and so projects that are shorter or larger in duration will have no impact on the agreed price.

Any items that fall outside of the scope of the fixed price agreement may be scoped out on a separate time & materials basis. Additional time & materials projects would have no influence on any fixed price agreements.

Unless stated otherwise in separate agreements, all work undertaken within a fixed price agreement will be delivered remotely.

Expenses

You will reimburse us for the cost of all reasonable out-of-pocket expenses that we incur in providing the services as per our travel expense policy, including the cost of any software licenses that you have authorised us to acquire for your use. Mileage rate is 45p/mile.

We will bill you in arrears for the services delivered and materials and expenses incurred.

We do not charge for time spent travelling unless by (i) prior written agreement; or (ii) you ask us to travel when in our opinion the work could just as effectively have been done remotely.

Payment Terms

You will pay the bill within 30 days, failing which you agree to pay interest on unpaid amounts from the date of the invoice until paid in full at the rate of 24% per annum. You acknowledge and accept that we may withhold services should there be an outstanding debt to us that is more than 30 days old. In any effort to collect amounts due, we shall be entitled to reasonable legal fees and all of our other costs of collection.

Your Responsibilities

You agree and accept that you will provide reasonable cooperation and participation in the work, and appropriate resources and personnel to enable us to complete the work. We will only accept work requests from a list of authorised personnel provided by you.

Time for work that was scheduled for you but due to your lack of cooperation or availability we were unable to perform and were unable to bill to anyone else, will be billed to you.

Our Indemnity

Subject to the limitations below under the heading Limitations of Liability, we shall indemnify and hold you harmless from and against any and all liability, losses, damages, claims or causes of action, and expenses, resulting directly or indirectly, from any breach of any of our obligations under these Terms and Conditions or our representations and warranties.

Your Indemnity

You shall indemnify and hold us harmless from and against any and all liability, losses, damages, claims or causes of action, and expenses, resulting directly or indirectly from a breach of any of your obligations under these Terms and Conditions or your representations and warranties.

Liability

We shall not be liable for damages of any kind (i) for, or to repair, any of the work we determine to have been modified or altered by you or any person other than our employee or contractor authorised to perform such modification or alteration by us, or (ii) resulting from your failure to cooperate with our reasonable requests.

Limitation of Liability

Under no circumstances shall either of us be liable to the other or any other person or entity for any special, consequential, incidental, punitive, exemplary, or indirect damages, including breach of any provision of these Terms and Conditions, loss of the use of any property, loss of income or profits, loss of data, loss of computer time, failure to realise expected savings, incurring of expenses, and/or any other commercial or economic loss of any kind even if we or you have been advised by the other of the possibility of any of these damages, nor shall any liability to the other exceed the amount actually paid by you to us for the work performed under the Contract. Our liability to you will be limited to refunding the money you have paid us for each specific unit of work that is in dispute, minus the reasonable value of the service that we provided, and provided we receive written notice of each such dispute within one year of our performance of such work.

Duration and Termination

These Terms and Conditions commence on the date of the client’s acceptance, and continue until 30 days after the last invoice raised by us in connection with it.

Confidentiality

You and we shall both during the term of these Terms and Conditions and after their termination (and during any subsequent term of appointment), use all reasonable efforts to preserve any or all confidential information of the other.

Ownership

Except as provided for below, we shall transfer to you all of our right, title and interest, if any, in the work created by us under these Terms and Conditions. You acknowledge and agree that any work developed for you by us will be based on the experience, knowledge and  know-how gained from prior projects undertaken by us. Similarly, work created by us for future contracts, whether for you or other customers, will be based on the same factors, including the experience, knowledge and know-how gained  by us in undertaking services for you under these Terms and Conditions, excluding any confidential information. Accordingly you agree that we shall retain a non-exclusive, royalty-free, perpetual, irrevocable license to use, sub-license and otherwise exploit the work delivered under these Terms and Conditions, provided that we shall not use your Confidential Information except in the creation and delivery of work pursuant to these Terms and Conditions.

Task Completion

Where the work is broken down into specific requirements these will be tracked and marked as complete with your agreement following User Acceptance Testing where appropriate. Unless otherwise agreed any and all work required to complete them, including remedial work, is monitored and charged up to the estimated amount (where an estimate has been given), and the estimated amount can only be exceeded with your agreement.

Dispute Resolution

In the event of a dispute concerning work performed under these Terms and Conditions, you and we shall attempt in good faith to settle the dispute through negotiation. If the dispute cannot be resolved through negotiation, or another mutually agreeable dispute resolution mechanism, either you or we may request non-binding mediation. If such mediation fails to resolve the dispute, you and we shall submit the matter in dispute to binding arbitration. Written notice of the intent to submit a matter to arbitration shall be given by the one of you or we who are requesting the arbitration. The prevailing party shall be entitled to an award of costs, and judgement upon the arbitrator’s award may be entered into any court having jurisdiction over such matter.

Force Majeure

Any delay or failure by us to perform our obligations under these Terms and Conditions shall be excused if and to the extent that it is caused by an event or occurrence beyond our reasonable control.

Jurisdiction

These Terms and Conditions shall be construed and enforced in accordance with the laws of England, and you and we submit to the exclusive jurisdiction of the English courts.

Data Protection

Donorfy handle the client’s data in accordance with the Data Processing Agreement which can be seen at donorfy.com/data-processing-agreement

Entire agreement

These Terms and Conditions represent the entire professional services agreement between us and you about its subject matter and supersedes all prior professional services agreements, understandings, communications, negotiations and discussions, whether oral or written, between you and us about its subject matter.

Terms & Conditions Acceptance Form