Legal
Terms and Conditions
These terms set out how Thoughtlogik provides its consultancy, implementation and support services, and what we each agree to when we work together.
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1. About these terms
These terms and conditions apply to all IT consultancy, implementation, development, support and training services provided by Thoughtlogik Technology Solutions Ltd, a company registered in England and Wales (company number 13696669) with its registered office at 2 James Close, Northampton NN5 4GY (“Thoughtlogik”, “we”, “us”), to its customers (“the Customer”).
By accepting a Proposal from Thoughtlogik, the Customer agrees to these terms, unless a separate written agreement signed by both parties says otherwise.
2. Definitions
- “Agreement” means these terms and conditions together with the Proposal.
- “Consultant” means an individual employee of Thoughtlogik, or a sub-contractor supplied by Thoughtlogik, who provides the Services.
- “Deliverables” means any configuration, software, documentation or other output produced by Thoughtlogik for the Customer as part of the Services.
- “Price” means the fixed price for the Services, or the hourly or daily rate, agreed between the parties.
- “Proposal” means the proposal, quotation or statement of work supplied by Thoughtlogik and accepted by the Customer in writing, describing the Services, the Price and any other relevant information.
- “Services” means the IT consultancy services described in the Proposal, including but not limited to project management, business analysis, consultancy days, training, system and app design, configuration, development, integration, website design and support.
- “Third-Party Software” means software or platforms supplied by a third party, such as Zoho or Odoo, which the Services relate to.
3. Provision of services
3.1Thoughtlogik will supply the Services with reasonable skill and care, in accordance with good industry practice, and will use reasonable endeavours to meet the timescales set out in the Proposal.
3.2Thoughtlogik may provide the Services remotely, at its own premises or at the Customer’s site, as it reasonably considers appropriate.
3.3Thoughtlogik will ensure that all Consultants are competent, experienced and capable of providing the Services.
3.4Time is not of the essence in relation to this Agreement.
3.5If there is any conflict between these terms and the Proposal, the Proposal will take priority.
4. Acceptance
4.1The Services will be deemed accepted by the Customer when the testing phase has been satisfactorily completed and confirmed by email or, for consultancy or training days, on payment of the invoice.
4.2If the Customer starts using the Deliverables in live operation, they will be deemed accepted.
5. Price and payment
5.1The Customer will be invoiced on acceptance of the Services under clause 4, or in line with the payment milestones set out in the Proposal.
5.2The Customer will reimburse Thoughtlogik for all reasonable expenses incurred by Consultants in providing the Services, including accommodation, travel and subsistence, where agreed in the Proposal.
5.3Invoices are payable within 7 days of the invoice date, unless otherwise stated in the Proposal.
5.4Invoices for consultancy and training days are payable in full in advance.
5.5All prices exclude VAT, which will be charged at the prevailing rate.
5.6Thoughtlogik may charge interest on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Services after giving written notice if any invoice remains unpaid.
6. Customer responsibilities
6.1The Customer will provide Thoughtlogik with the cooperation, information and access reasonably required to deliver the Services.
6.2Where Services are provided at the Customer’s site, the Customer will provide suitable facilities to allow Consultants to work without interruption and within the agreed timescales.
6.3The Customer will appoint a contact person who can supply information and make, or obtain, decisions without undue delay.
6.4The Customer is responsible for the accuracy of the data and information it provides, and for maintaining appropriate backups of its own data.
7. Site regulations
7.1Thoughtlogik will take reasonable steps to ensure that Consultants working on the Customer’s site comply with the Customer’s reasonable site rules and policies, provided these have been made known to Thoughtlogik or the Consultant in advance.
8. Consultants and non-solicitation
8.1At the Customer’s request, Thoughtlogik will, where possible, replace a Consultant with another of equal experience. Thoughtlogik will not be liable for any delay in providing a replacement. Where the request does not reasonably relate to the Consultant’s performance or expertise, the Customer will reimburse Thoughtlogik’s costs of the replacement within 7 days of demand.
8.2On reasonable request, Thoughtlogik will, where possible, provide a copy of a Consultant’s CV.
8.3Thoughtlogik may use sub-contractors to provide the Services and may replace Consultants or sub-contractors where it considers this necessary.
8.4During the Agreement and for 6 months after it ends, neither party will directly or indirectly solicit or offer employment or engagement to any employee or contractor of the other party who was involved in the Services, without the other party’s written consent.
9. Third-party software
9.1Third-Party Software is licensed to the Customer directly by its supplier under that supplier’s own terms. Licence fees are not included in the Price unless stated in the Proposal.
9.2Thoughtlogik is not responsible for the availability, performance, security, pricing or future changes of Third-Party Software.
10. Intellectual property
10.1Each party keeps ownership of the intellectual property it owned before the Agreement.
10.2On payment in full, the Customer will own the Deliverables created specifically for it, excluding Thoughtlogik’s pre-existing materials.
10.3Thoughtlogik keeps ownership of its know-how, methods, templates, tools and reusable components, and grants the Customer a non-exclusive, perpetual licence to use any of these included in the Deliverables for its own business purposes.
10.4Thoughtlogik’s own published apps and extensions are licensed under their own separate terms.
11. Confidentiality
11.1Each party will keep the other party’s confidential information secret and use it only for the purposes of the Agreement.
11.2This obligation does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law. It continues after the Agreement ends.
12. Data protection
12.1Each party will comply with its obligations under the UK GDPR and the Data Protection Act 2018.
12.2Where Thoughtlogik processes personal data on the Customer’s behalf, it does so as a processor, under the data processing terms set out in the Proposal or a separate data processing agreement. Further details are in our Privacy Policy.
13. Warranties
13.1Thoughtlogik warrants that the Services will be performed with reasonable skill and care. If the Customer notifies Thoughtlogik of a defect within 30 days of acceptance, Thoughtlogik will re-perform the affected Services at no extra cost.
13.2Except as set out in this Agreement, all other warranties and conditions are excluded to the fullest extent permitted by law.
14. Limitation of liability
14.1Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited by law.
14.2Thoughtlogik will not be liable for any loss of profit, revenue, business, goodwill or data, or for any indirect or consequential loss.
14.3Thoughtlogik’s total liability under or in connection with the Agreement is limited to the total fees paid by the Customer in the 12 months before the event giving rise to the claim.
15. Term and termination
15.1Either party may terminate the Agreement by giving 30 days’ written notice, unless the Proposal states a different term or notice period.
15.2Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 14 days of being notified, or becomes insolvent.
15.3On termination, the Customer will pay for all Services performed and expenses incurred up to the termination date.
16. Force majeure
16.1Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control.
17. General
17.1This Agreement is the entire agreement between the parties and replaces any earlier discussions or arrangements relating to the Services.
17.2Any change to the Agreement must be agreed in writing by both parties.
17.3If any provision is found to be invalid, the remaining provisions will continue in full force.
17.4A delay in enforcing any right does not waive that right.
17.5No one other than the parties has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
17.6Notices may be sent by email or by post to the addresses set out in the Proposal.
18. Governing law
18.1This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.
Questions about these terms?
Our team is happy to talk through anything in these terms before you get started.