These General Terms and Conditions ("Conditions") govern the supply of software development services, analytics platform development, integration services, support, and maintenance services (collectively, the "Services") by PROXSOLUTIONS LTD ("PROXSOLUTIONS", "we", "our", "us") to our clients ("Client", "you", "your"). These Conditions, together with any applicable Statement of Work, Project Brief, or Service Agreement, form the entire agreement between PROXSOLUTIONS LTD and the Client for the supply of Services.
By instructing us to carry out any Services, whether by signing a formal agreement, issuing a purchase order, approving a proposal, or commencing a project, you confirm that you have read, understood, and agree to be bound by these Conditions. If you do not agree to these Conditions, you should not proceed with any engagement with PROXSOLUTIONS LTD.
In these Conditions, unless the context requires otherwise:
2.1 A binding contract between PROXSOLUTIONS LTD and the Client is formed when: (a) both parties have signed a Statement of Work or Service Agreement; or (b) the Client has approved a written proposal from PROXSOLUTIONS LTD by written communication; or (c) the Client has issued a valid purchase order that references and accepts a PROXSOLUTIONS LTD proposal or quotation; or (d) the Client has otherwise provided written or electronic instruction to proceed and PROXSOLUTIONS LTD has confirmed acceptance in writing.
2.2 No verbal agreement shall be binding on PROXSOLUTIONS LTD. Where verbal instructions are given, PROXSOLUTIONS LTD reserves the right to require written confirmation before commencing any work.
2.3 In the event of any conflict or inconsistency between these Conditions and the terms of a Statement of Work or specific Service Agreement, the terms of the Statement of Work or Service Agreement shall take precedence to the extent of the inconsistency.
2.4 PROXSOLUTIONS LTD reserves the right to decline any instruction or project request at its sole discretion, without obligation to provide reasons, provided that no binding agreement has already been formed.
3.1 PROXSOLUTIONS LTD shall provide the Services as described in the applicable Statement of Work. We will use reasonable skill, care, and diligence in the performance of all Services.
3.2 Any Services or deliverables not expressly described in the Statement of Work are excluded from the scope of the engagement. Where the Client requests additional work or changes to the agreed scope, such requests shall be subject to a formal change request process as described in Section 7 of these Conditions.
3.3 PROXSOLUTIONS LTD is engaged as an independent contractor and not as an employee, agent, or partner of the Client. We retain the right to determine the manner and means by which the Services are performed, subject to the requirements and specifications agreed in the relevant Statement of Work.
3.4 PROXSOLUTIONS LTD may engage subcontractors or third-party specialists to assist in the delivery of the Services, provided that we remain responsible to the Client for the quality and delivery of all contracted Services and that any subcontracted work is subject to confidentiality obligations consistent with these Conditions.
4.1 The Client shall provide PROXSOLUTIONS LTD with timely access to all information, data, systems, personnel, and other resources reasonably required to enable the effective performance of the Services. This includes, but is not limited to, providing access to relevant HR systems and data environments, providing named project contacts with appropriate authority to approve decisions, and making available test data or sample datasets where required for development and testing purposes.
4.2 The Client is responsible for ensuring that any data or materials provided to PROXSOLUTIONS LTD for the purposes of the Services do not infringe the intellectual property rights of any third party, and that the Client has all necessary rights, licences, and permissions to share such data with PROXSOLUTIONS LTD for the stated purposes.
4.3 Where the data provided by the Client contains personal data within the meaning of the UK GDPR, the Client represents and warrants that such data is being provided in compliance with applicable data protection law, that the Client has a lawful basis for processing such data, and that the data has been collected in a manner that permits its use for the purposes described in the Statement of Work.
4.4 The Client shall provide timely review and approval of all deliverables submitted for sign-off in accordance with the timelines agreed in the Statement of Work. Delays in Client review and approval may result in project timeline extensions, for which PROXSOLUTIONS LTD shall not be held responsible or liable.
4.5 The Client shall designate one or more named individuals as the primary project contact or contacts, and shall ensure that such individuals have the authority to approve deliverables, instruct changes, and make decisions on behalf of the Client in connection with the project.
5.1 The fees payable for the Services shall be as agreed in the applicable Statement of Work. Fees may be structured as fixed-price per project, as a time-and-materials arrangement at the rates stated in the SOW, as a monthly retainer, or as a combination of these structures as agreed between the parties.
5.2 Unless otherwise stated in the Statement of Work, PROXSOLUTIONS LTD will issue invoices in accordance with the payment milestones or billing schedule set out therein. Where no specific schedule is set out, invoices will be issued monthly in arrears for Services performed in that period.
5.3 Payment terms are net 30 days from the date of invoice unless otherwise agreed in writing. All fees are quoted exclusive of Value Added Tax (VAT), which will be added at the prevailing rate where applicable. The Client is responsible for payment of all applicable taxes in addition to the stated fees.
5.4 Where the Client fails to make payment by the due date, PROXSOLUTIONS LTD reserves the right to: (a) charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend performance of the Services and all associated obligations until payment is received in full; and (c) pursue recovery of reasonable debt collection costs where payment is significantly overdue.
5.5 PROXSOLUTIONS LTD reserves the right to review and adjust its fee rates at any time, subject to providing the Client with not less than 30 days' written notice. Rate adjustments shall not affect fees agreed in a current, active Statement of Work unless separately agreed in writing.
5.6 All expenses reasonably incurred by PROXSOLUTIONS LTD in connection with the performance of the Services — including travel, accommodation, software licences, and third-party service costs — shall be reimbursed by the Client at cost, subject to prior written approval where expenses are anticipated to exceed a threshold agreed in the Statement of Work.
6.1 PROXSOLUTIONS LTD shall use reasonable endeavours to deliver the Services and Deliverables in accordance with the timelines specified in the applicable Statement of Work. All timelines are estimates based on information available at the time of agreement and may be subject to revision as the project progresses.
6.2 PROXSOLUTIONS LTD shall not be liable for any delays in delivery where such delays are caused by: (a) the Client's failure to provide required information, data, approvals, or access on a timely basis; (b) changes to the agreed scope of work; (c) technical constraints or compatibility issues with Client systems that were not disclosed or reasonably foreseeable at the time of agreement; (d) circumstances beyond our reasonable control, including but not limited to force majeure events as described in Section 18 of these Conditions; or (e) third-party dependencies outside PROXSOLUTIONS LTD's direct control.
6.3 Where PROXSOLUTIONS LTD anticipates a material delay in delivery, we will notify the Client as soon as reasonably practicable, provide an explanation of the cause of the delay, and agree a revised delivery timeline with the Client in writing.
6.4 Time shall not be of the essence in respect of any delivery dates specified in a Statement of Work unless both parties have expressly agreed in writing that time is of the essence in respect of a particular milestone or deliverable.
7.1 Either party may propose changes to the agreed scope of Services by submitting a written change request. PROXSOLUTIONS LTD will assess the proposed change and, within a reasonable time, provide the Client with a written Change Order specifying: (a) a description of the proposed change; (b) any adjustment to the delivery timeline; (c) any adjustment to the fees payable; and (d) any other terms or conditions applicable to the change.
7.2 No change to the agreed scope shall be implemented until the Client has approved the relevant Change Order in writing. PROXSOLUTIONS LTD shall not be obliged to implement any change until written approval has been received and, where applicable, any additional fee has been agreed.
7.3 Where the Client requests changes that are minor in nature and do not materially affect the delivery timeline or total fees, PROXSOLUTIONS LTD may at its discretion implement such changes without a formal Change Order, but shall document such changes in writing for record purposes.
7.4 Repeated or cumulative changes to scope that individually appear minor may in aggregate materially affect the timeline and fees applicable to a project. PROXSOLUTIONS LTD reserves the right to address the cumulative impact of such changes through the Change Order process at any point in the project lifecycle.
8.1 Upon delivery of each Deliverable or project milestone as specified in the Statement of Work, the Client shall have the acceptance testing period specified in the SOW (or, if none is specified, 10 Working Days) to review and test the Deliverable against the acceptance criteria agreed in the SOW.
8.2 If the Client identifies any material defects or non-conformances with the agreed acceptance criteria during the acceptance testing period, the Client shall notify PROXSOLUTIONS LTD in writing with a clear description of the issue. PROXSOLUTIONS LTD shall then use reasonable endeavours to remedy the identified defects within an agreed timeframe.
8.3 A Deliverable shall be deemed accepted: (a) upon written confirmation of acceptance by the Client; or (b) if the Client fails to provide written notification of any material defects within the acceptance testing period; or (c) where the Client puts the Deliverable into live or productive use prior to the end of the acceptance testing period.
8.4 Minor defects or issues that do not materially impair the functionality of the Deliverable shall not entitle the Client to withhold acceptance. Such issues shall be addressed through the standard defect resolution process following acceptance.
9.1 PROXSOLUTIONS LTD warrants that: (a) we have the right to enter into this Agreement and to perform the Services; (b) the Services will be performed with reasonable skill, care, and diligence by appropriately qualified and experienced personnel; (c) the Deliverables, at the time of delivery, will materially conform to the specifications and acceptance criteria agreed in the Statement of Work; and (d) to our knowledge, the Deliverables will not infringe the intellectual property rights of any third party.
9.2 The warranty in Condition 9.1(c) does not apply to any defect or non-conformance caused by: (a) the Client's failure to comply with its obligations under the Agreement; (b) modification of the Deliverables by the Client or any third party after delivery without PROXSOLUTIONS LTD's prior written consent; (c) integration with or use in conjunction with third-party software, systems, or data not specified in the Statement of Work; or (d) use of the Deliverables in a manner contrary to the documentation or instructions provided by PROXSOLUTIONS LTD.
9.3 Save as expressly set out in these Conditions, all warranties, conditions, representations, and other terms, whether express or implied by statute, common law, or otherwise, are excluded to the maximum extent permitted by applicable law.
10.1 Background IP: PROXSOLUTIONS LTD retains all rights, title, and interest in and to all Background IP, including all pre-existing code, frameworks, libraries, methodologies, know-how, and tools used in the delivery of the Services. Nothing in these Conditions transfers any Background IP to the Client.
10.2 Foreground IP and Project Deliverables: Subject to the Client's compliance with all payment obligations under the Agreement, and unless otherwise expressly agreed in writing in the Statement of Work, PROXSOLUTIONS LTD grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, copy, modify, and deploy the Deliverables for the Client's internal business purposes. The parties may agree in a Statement of Work that full title to Foreground IP will be assigned to the Client upon satisfaction of specified conditions, in which case such assignment shall be documented by a separate deed of assignment.
10.3 Client Data and Materials: The Client retains all rights in and to Client Data and any materials provided by the Client to PROXSOLUTIONS LTD. The Client grants PROXSOLUTIONS LTD a limited licence to use Client Data and materials solely for the purpose of delivering the contracted Services during the term of the Agreement.
10.4 Feedback and Improvements: Where the Client provides feedback, suggestions, or ideas relating to PROXSOLUTIONS LTD's services, platforms, or methodologies, the Client acknowledges that PROXSOLUTIONS LTD may use such feedback without restriction or obligation to the Client, provided that such use does not disclose the Client's Confidential Information.
11.1 Each party agrees to keep confidential all Confidential Information received from the other party in connection with the Agreement, and to use such information only for the purposes of performing its obligations under the Agreement. Each party shall take reasonable steps to protect the other party's Confidential Information from unauthorised disclosure, applying no less than the degree of care it applies to its own confidential information of equivalent sensitivity.
11.2 The obligations in Condition 11.1 do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure without restriction on use or disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party as much prior notice as practicable and cooperates with the disclosing party to seek appropriate protective orders.
11.3 The confidentiality obligations under this Section 11 shall survive the termination or expiry of the Agreement for a period of five (5) years. In respect of Confidential Information that constitutes a trade secret, confidentiality obligations shall survive for as long as such information remains a trade secret.
12.1 Each party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with the performance of the Services.
12.2 Where PROXSOLUTIONS LTD processes personal data on behalf of the Client in the course of delivering the Services, PROXSOLUTIONS LTD acts as a data processor and the Client acts as a data controller. In such circumstances, the parties shall execute a separate Data Processing Agreement (DPA) documenting the nature, purpose, duration, and categories of personal data processing, together with the technical and organisational measures applied by PROXSOLUTIONS LTD to protect such data.
12.3 PROXSOLUTIONS LTD shall process Client personal data only in accordance with the Client's documented instructions unless required to do so by applicable law. PROXSOLUTIONS LTD shall notify the Client promptly if it believes that any instruction from the Client infringes applicable data protection legislation.
12.4 PROXSOLUTIONS LTD shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by the processing of Client personal data, taking into account the nature, scope, context, and purposes of processing and the likelihood and severity of risk to the rights and freedoms of data subjects.
13.1 Nothing in these Conditions shall limit or exclude the liability of either party for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by applicable law.
13.2 Subject to Condition 13.1, PROXSOLUTIONS LTD's total aggregate liability to the Client in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to PROXSOLUTIONS LTD under the relevant Statement of Work in the twelve (12) months immediately preceding the event giving rise to the claim.
13.3 Subject to Condition 13.1, PROXSOLUTIONS LTD shall not be liable to the Client for any indirect or consequential loss, loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, or any special, punitive, or exemplary damages, whether or not such losses were foreseeable and whether or not PROXSOLUTIONS LTD had been advised of the possibility of such losses.
13.4 The Client acknowledges that the fees charged by PROXSOLUTIONS LTD reflect the allocation of risk between the parties and that these limitations of liability are reasonable in the circumstances.
14.1 The Client shall indemnify, defend, and hold harmless PROXSOLUTIONS LTD and its directors, employees, subcontractors, and agents from and against any claims, damages, losses, costs (including reasonable legal costs), and liabilities arising out of or in connection with: (a) the Client's breach of any of its obligations, warranties, or representations under the Agreement; (b) any claim that Client Data or any materials provided by the Client to PROXSOLUTIONS LTD infringe the intellectual property rights or other rights of any third party; (c) the Client's use of any Deliverable or Application in a manner contrary to the documentation provided by PROXSOLUTIONS LTD or in breach of applicable law; or (d) the Client's failure to comply with applicable data protection legislation in connection with personal data provided to PROXSOLUTIONS LTD.
15.1 Each Statement of Work shall commence on the date specified therein and shall continue until completion of the Services or until terminated in accordance with this Section 15.
15.2 Either party may terminate an Agreement by not less than thirty (30) days' written notice to the other party, unless a different notice period is specified in the relevant Statement of Work.
15.3 Either party may terminate an Agreement immediately by written notice to the other party if the other party: (a) commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within 20 Working Days of written notice requiring it to do so; (b) becomes insolvent, has a receiver, administrator, or liquidator appointed, or enters into any composition or arrangement with its creditors; or (c) ceases or threatens to cease to carry on business.
15.4 Upon termination for any reason: (a) the Client shall pay all outstanding fees for Services performed up to the date of termination; (b) where termination occurs before completion of a project, PROXSOLUTIONS LTD shall be entitled to payment for all work in progress on a pro-rata or time-and-materials basis, plus any reasonable costs or losses arising from the early termination; (c) each party shall return or destroy the other party's Confidential Information in accordance with the Agreement; and (d) all accrued rights and obligations shall survive termination.
16.1 Where the parties have agreed support and maintenance services in a Statement of Work or separate maintenance agreement, PROXSOLUTIONS LTD shall provide such services in accordance with the service levels and response times agreed therein.
16.2 Support and maintenance services cover the continued operational performance of deployed Applications, bug resolution, security patch management, and performance monitoring. They do not include the development of new features or functionality unless separately agreed and scoped in writing.
16.3 PROXSOLUTIONS LTD's obligations under any support and maintenance arrangement are contingent upon the Client maintaining the Application in the environment and configuration specified at the time of deployment, and refraining from making unauthorised modifications to the Application's code, infrastructure, or configuration without PROXSOLUTIONS LTD's prior written consent.
17.1 PROXSOLUTIONS LTD operates a zero-tolerance policy with respect to bribery, corruption, and unethical business practices. We are committed to compliance with the Bribery Act 2010 and all other applicable UK legislation governing anti-bribery and corruption.
17.2 The Client shall comply with applicable anti-bribery and anti-corruption laws in connection with its engagement with PROXSOLUTIONS LTD and shall not offer, promise, give, or accept any financial or other advantage in connection with the Agreement that would constitute a bribery offence under applicable law.
18.1 Neither party shall be in breach of the Agreement or liable for any failure or delay in performing its obligations under the Agreement if such failure or delay results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic or epidemic, government action or regulation, war, civil unrest, industrial dispute, failure of third-party infrastructure, or internet or telecommunications failure.
18.2 A party seeking to rely on a force majeure event shall notify the other party as soon as reasonably practicable, providing details of the nature and likely duration of the event. The affected party shall use reasonable endeavours to mitigate the effects of the force majeure event and to resume performance as soon as practicable.
18.3 If a force majeure event continues for a period of more than 60 consecutive days, either party may terminate the Agreement upon written notice without liability to the other party, save that the Client shall remain liable to pay for all Services performed prior to the force majeure event.
19.1 These Conditions and any Agreement to which they apply shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with the Agreement.
19.2 In the event of a dispute, the parties agree to attempt to resolve the matter through good-faith negotiation in the first instance. If the dispute cannot be resolved through negotiation within 30 Working Days of one party notifying the other of the dispute, either party may pursue resolution through the courts of England and Wales or through alternative dispute resolution mechanisms as agreed between the parties.
20.1 Entire Agreement: These Conditions, together with any Statement of Work and any other documents expressly incorporated by reference, constitute the entire agreement between the parties relating to the subject matter of the Agreement and supersede all prior representations, negotiations, agreements, and understandings between the parties.
20.2 Severability: If any provision of these Conditions is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or severed from these Conditions if modification is not possible, and the remaining provisions shall continue in full force and effect.
20.3 Waiver: A failure by either party to exercise or delay in exercising any right or remedy under the Agreement shall not constitute a waiver of that right or remedy. No waiver of any breach of the Agreement shall be construed as a continuing waiver of the same or any other breach.
20.4 Assignment: The Client may not assign, transfer, or subcontract any of its rights or obligations under the Agreement without the prior written consent of PROXSOLUTIONS LTD. PROXSOLUTIONS LTD may assign the Agreement to any successor entity resulting from a merger, acquisition, or reorganisation of its business, provided that such successor entity agrees to be bound by these Conditions.
20.5 Notices: Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand, sent by post to the registered business address of the receiving party, or sent by email with confirmation of receipt. Notices sent by post shall be deemed received on the third Working Day after posting. Notices sent by email shall be deemed received at the time of transmission.
20.6 Amendments: No amendment to these Conditions or to any Agreement shall be binding unless made in writing and signed by duly authorised representatives of both parties.
20.7 Third Party Rights: These Conditions do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
All legal correspondence and formal notices relating to these Terms and Conditions should be directed to:
PROXSOLUTIONS LTD
82a, James Carter Road
Mildenhall, Suffolk
IP28 7DE
United Kingdom
Email: Edwards@proxsolutions.diy
Telephone: +44 8765 6090
