1 “BlueHub” refers to “BlueHub IT Consultants”
1.2 “Acceptance date” means the date upon which the Proposal is accepted by the client by Return of the Signed Accepted Proposal;
1.3 “Additional Charge” refers to items outside of the original agreed Scope.
1.4 “Commencement Date” means the date so specified in the Proposal;
1.5 “Confidential Information” means information that is, by its nature, confidential relating to the Service but does not include: information already known to the receiving party at the time of disclosure by the other party; or information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this agreement;
1.6 “Customer” means the addressee of the Proposal;
1.7 “Implementation Date/Training Date” means the date so specified in the Proposal;
1.8 “Consultant” means an authorised representative of BlueHub;
1.9 “Price” means the price for the service as specified in the Proposal;
1.10 “Support Fee” means the charge for Support specified in the Proposal;
1.11 “Consultancy” Means the initial work carried out by BlueHub in order to identify & recommend a customer solution. (Charged per hour or at a fixed package price),
1.12 “Service” means the work undertaken by BlueHub to put the above solution in place within the customer’s company.
1.13 “Support Package/Period” means the period outlined in the Proposal which will begin on the Implementation / Training Date and continue until expiry pursuant to the Proposal;
1.14 “Software” means the computer programs and related documentation as specified in the Proposal;
1.15 “VAT” means: Value added tax chargeable under the Value Added Tax Act 1994; Any other goods and services tax, or any tax applying to this Agreement in a similar way; and any additional tax, penalty tax, fine, interest or other charge under a law of such tax.
The Consultancy commences on the Commencement Date and subject to the terms of the Agreement, until completion of required services from BlueHub as per the accepted proposal.
The Customer acknowledges that it has exercised its independent judgement in entering into the Agreement and has not relied on any representation made by BlueHub or any person on its behalf which is not stated expressly in the Proposal or the Agreement. For clarity, the issue of an initial report may not be BlueHub’s final recommendation.
BlueHub shall carry out the delivery of the consultancy/service to ensure the Customer is ready for the Implementation/Training date or on such other date as is mutually agreed between the parties. The customer understands that any additional requirements which are out of Scope may result in an additional charge. Any project with no updates after a 1-month period will be considered dormant. If you elect to continue this project after it becomes dormant, you may be responsible for a restart fee which will be charged in line with the project value, work completed to date, remaining work to be completed and onboarding context for any changes in requirements, and any renegotiation of new terms if the scope or nature of the project has changed or Haste charges to complete project on a new schedule, if applicable.
The first initial Invoice shall be paid in advance and is non-refundable. The first payment is to be made 48 hours before the first remote or onsite meeting. In any event, the required amount shall be payable within 5 business days after the Customer receives an invoice from BlueHub. Provisional meeting dates will be put in place, but if within 48 hours of the meeting taking place no payment has been received, BlueHub can reschedule said meeting until receipt of payment. It will be at BlueHub’s discretion to start new works without the invoice first being paid.
Dependent upon works undertaken with BlueHub, payments will be either of the below:
6. Customer Information
The Customer acknowledges that BlueHub, its dealers, agents and any third party providing the service or support to the Customer on behalf of BlueHub (collectively called its “Agents”) may generate, and/or require use of existing information or data about the Customer, its contractors or employees (“Customer Information”).
The Customer grants BlueHub and its Agents the right to use, copy, modify, store and disclose the Customer Information to the extent necessary so that they can supply the service and/or support, and any enhancements or modifications.
The Customer indemnifies BlueHub and its Agents (and will continue to indemnify BlueHub and its Agents notwithstanding termination or expiration of a contract for the supply of the service and/or the support) for all loss (including losses, liabilities, penalties, damages, costs, charges and expenses) which BlueHub and/or its Agents may suffer or incur (whether in relation to the Data Protection Act 1998 or otherwise) by reason of the Customer’s failure to comply with the preceding clause.
All deliveries include 4-weeks of Go Live Support for any adjustments to be rectified remotely. Once this free support period concludes, a quotation for ongoing post-implementation support will be issued if no previous support package was accepted within the initial proposal. If a support package is accepted from the Proposal, BlueHub agrees to provide support to the Customer for the duration as stated within the proposal.
8. Support Fee
The Support Fee is exclusive of all taxes, duties and surcharges payable in respect of the support and in respect of the Agreement In consideration of BlueHub’s agreement to provide support, the Customer shall pay BlueHub the Support Fee in the manner and at the times set forth in the Proposal (“Support Fee”).
The Support Fee for the Support Period shall be the amount stipulated in the Proposal. In the event that the parties continue the support following expiration of the Support Period, BlueHub will provide the customer with a further written Proposal setting out the costs of the support to be provided and the new Support Period.
In the event that the Support Period has expired and BlueHub does not provide the Customer with a new Proposal and the Customer continues to use the support provided pursuant to the current Proposal, the parties acknowledge and agree that the Support Period will be further extended on a month-to-month basis on the same terms and conditions and for the same Support Fee as provided for in the original Proposal.
Support usage can and will be reviewed monthly. If usage changes do occur from the original agreement, BlueHub will give 4-weeks prior notice on the increase or decrease of required monthly payment.
The Support Fee shall be paid in advance via Go Cardless, with the first payment to be made on or before the first day of Support. In any event, the Support Fee shall be payable within 14 days after the Customer receives an invoice for the Support Fee from BlueHub.
Any Additional Charge payable pursuant to this Agreement is in addition to the Support Fee.
An Additional Charge will be payable if the Customer requests BlueHub to provide support which is not specified, which is found to be unnecessary, or if BlueHub is requested to provide information or documentation other than that provided from the service purchased.
The Support Fee is exclusive of all taxes, duties and surcharges payable in respect of the support and in respect of the Agreement.
9. Support Provided & Excluded
For all support to be received, the customer accepts they are to email our online ticketing system to allow priority level to be determined regarding the Support Subject level agreement document. The Customer understands that BlueHub are not responsible for any changes made by the third-party software developers that impact the features listed in the proposal. During the Customer Support Period, BlueHub shall use all reasonable endeavours to maintain the systems provided in substantial conformity with the descriptions contained in the Proposal and provide the following services in this clause.
If during the Support Period the Customer discovers that the software fails to substantially conform to the descriptions contained in the Proposal, they shall immediately notify BlueHub of the fact, unless nonconformity is discovered after 5.00 pm on a business day. In that case, the Customer shall notify BlueHub by 10.00 am on the following business day. If the nonconformity is discovered between 5.00 pm on the last business day of any week and 9.00 am on the first business day of the following week, the Customer shall notify BlueHub of the nonconformity by 10.00 am on the first business day following that period.
Immediately after notifying BlueHub in accordance with the above clause, the Customer shall, insofar as it is able to do so, provide BlueHub with a documented example of the defect or error which constitutes the nonconformity. It shall also submit to BlueHub, if requested, a listing of output and any other data which BlueHub reasonably requires in order to reproduce operating conditions similar to those present when the nonconformity was discovered. In the event that the Customer notifies BlueHub in accordance with the above clause, BlueHub will provide the Customer first level Help Desk support in relation to user problems & functionality questions & work to resolve as soon as reasonably practical, depending on the nature of the nonconformity as set out within the BlueHub SLA. BlueHub provides 15 hours of fair usage support where it’s project inclusive, any none charges thereafter are at BlueHub’s discretion.
The parties acknowledge that the Support to be provided in respect of the software includes training of the Customer’s personnel in the use of the software, and that BlueHub can arrange additional training at a location and time nominated by BlueHub at the Customer’s expense. Integrations outside of those mentioned in the scope will incur additional costs as will any additional data requests for migration, including configuration as these don’t constitute support. Any report requests which aren’t set out and agreed within any previous accepted quotation will be chargeable.
10. Third Party Services
The Customer acknowledges that they may require and use third party services during this Agreement. The Customer acknowledges that BlueHub provides no warranty in relation to any of the third-party services and that the Customer acknowledges and agrees to be bound by any terms and conditions provided by the third party in relation to any external products or services used pursuant to the Proposal.
11. Customer’s Obligations
The customer accepts that at the end of Scoping/Consultancy BlueHub will make a recommendation only, based on information provided for the suitability of certain software. The customer will take accountability of due diligence and ensure they have provided all knowledge and tested it’s functionality and accepts any noted limitations workarounds which may occur. The Customer shall make available to BlueHub, free of charge, all information, facilities, and services reasonably required to enable BlueHub to perform the Services effectively. The Customer will provide any and all Data/Information as identified within the On Site/Remote meetings within the agreed Milestone dates of said meeting. The data will be provided in the format required by BlueHub unless otherwise stated. The Customer is aware that a sample check will be carried out upon testing before issuing to the customer for testing.
A limit of two data extracts and imports is applicable for all data sets including, but not limited to; transactions, opening balances, general journal entries, sales entries, purchase entries, cash entries, budget, bank entries, G/L accounts, classifications, accounts, contacts, items, item groups, sales orders, sales invoices, price lists, price lists by entry method, items by warehouses, bill of materials, storage locations, stock positions, stock counts, purchase price lists, production areas, work centres, operations, bill of materials, assets.
Upon Setup of the requested systems/add on/training, the Customer shall be responsible for ensuring that all data has been provided and testing is used in accordance with the Proposal. The Customer accepts that milestone signoffs, when issued, are to be acted upon within reasonable timeframes.
The Customer shall ensure that the software is used in a proper manner by competent and trained employees only or by persons under their supervision. The Customer shall cooperate fully with BlueHub’s personnel in the diagnosis of any alleged nonconformity of the software.
Within meetings, BlueHub will identify responsibilities and may assign tasks to champion contacts regarding certain aspects of software. These will need to be acted upon for successful completion. BlueHub takes no responsibility for errors occurred internally. The Customer will provide any and all Data/Information as identified within the On Site/Remote meetings within the agreed milestone dates of said meeting.
Upon Setup of the requested systems/add on/training, the Customer shall be responsible for ensuring that all data has been provided & testing is used in accordance with the Proposal. The Customer is to understand that the systems may not be completely error free upon initial set up and are to follow clause 9.
The customer understands, if the trial of the system ceases during implementation/training, we will expect the client to pay the subscription fees as necessary. The Customer shall provide such telecommunication facilities as are reasonably required by BlueHub for testing and diagnostic purposes at the Customer’s sole expense. BlueHub reserves the right upon acceptance of works to use your company name and logo within advertising, marketing materials and social media campaigns unless otherwise notified. No personal data may be anonymised and used within demos unless none disclosure agreement is signed. The customer understands that any additional scope highlighted (scope-creep) from the accepted proposal, will be reviewed on an ad-hoc basis, reviewing alongside the ongoing implementation. It is within BlueHub’s discretion whether to or not cover any training or implementation of any other add-ons that may be deemed as required during the implementation phase and may incur additional costs in which notice would be given. The Customer accepts that milestone signoffs, when issued, are to be acted upon and approved within reasonable timeframes. Should delays be made, timelines and go-live may be impacted and pushed back.
For the purpose of this agreement, the following are terminating events:
The Agreement may be terminated immediately on the happening of a terminating event at the option of the affected party. If the terminating event is one specified in this clause, the affected party shall give to the other party, notice of the happening of that event and require the breach to be remedied or a written undertaking is to be given that the breach will not occur, as the case may be. If the breach is not remedied or the undertaking not given (as the case may be) within 14 days, the affected party may agree to waive its rights under this clause if satisfied that the happening of the terminating event has not in any way prejudiced its position under Agreement.
Neither party shall be liable for the consequences of an occurrence of any event beyond its reasonable control.
Any termination of the Agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of the Agreement which is expressly or by implication intended to continue in force after such termination. Any termination of the Agreement shall not entitle the Customer to a refund of the Fee paid to BlueHub.
In the event the Agreement is terminated because of circumstances outside the reasonable control of the party, BlueHub shall return to the Customer any advance payments received by it for Services which, as a result of the termination, will not be provided.
A party will not, without the prior written approval of the other party, disclose the other party’s Confidential Information. Each party will:
A party will not be in breach of the clause above in circumstances where it is legally compelled to disclose the other party’s Confidential Information. Each party will take all reasonable steps to ensure that its employees and agents, and any subcontractors engaged for the purposes of the Agreement, do not make public or disclose the other party’s Confidential Information.
Notwithstanding any other provision of this clause, a party may disclose the terms of the Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants. This clause will survive the termination of the Agreement.
14. Entire Agreement
The Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the Service & Support. No addition to or modification of any provision of the Agreement shall be binding upon the parties unless made by written instrument signed by a duly authorised representative of both parties.
The Agreement shall be governed by and construed in accordance with the laws for the time being in force in England and the parties agree to submit to the jurisdiction of the courts and tribunals of that country.