1.1. This Contract incorporates the Organisation of Small Business Lawyers Standard Business to Business Service Terms (the ‘Standard Terms’) and words and phrases in this Contract should be interpreted in relation to the rules of interpretation set out in Term 1 of the Standard Terms. The Standard Terms can be found here: https://www.smallbusinesslawyers.co.uk/b2b-service-agreement/.
1.2. Under the Standard Terms, the parties are designated as follows:
1.2.1. Breeze Apps Ltd, a company registered in England and Wales with company number 11542470 and a registered office address of 36 Sherman Drive, Rainhill, Prescot, Merseyside, England, L35 6PW (‘Breeze’) is designated as Party A.
1.2.2. The Client, the details of whom are set out in the Proposal of Work, is designated as Party B.
2. Terms of the Contract
2.1. Breeze offers a variety of different services for our clients. The Services that the Client chooses affect the terms that apply to the Contract along with the price that the Client shall pay.
2.2. The Contract between Breeze and the Client shall comprise of:
2.2.1. The Standard Terms of Service;
2.2.2. The relevant Specialist Terms of Service; and
2.2.3. The Proposal of Work.
2.3. Where there is an inconsistency between the various terms, each individual Service shall be seen as being provided separately and the Specialist Terms of Service for each Service shall have precedence over the Standard Terms of Services, which shall have precedence over the Project Plan.
3. Client Onboarding
3.1. Breeze may, at its sole discretion, conduct a series of initial meetings with the Client and, as a result of these meetings, it will draw up a draft Proposal of Work to present to the Client. In legal terms, the presentation of the draft Proposal of Work is an invitation to treat, not an offer to enter into a contract.
3.2. If the Client is happy with the contents of the draft Proposal of Work, it will indicate to Breeze that it wishes to proceed with Breeze’s services. This indication of a wish to proceed shall constitute an offer to enter into the contract.
3.3. Breeze may accept the offer, whether in writing, orally, or by conduct in beginning the work.
4. Breeze’s Duties
4.1. Breeze shall use commercially reasonable endeavors to offer the Services and Deliverables as set out in the Proposal of Work.
5. Client’s Duties
5.1. The Client shall provide all information, instructions and Client Material that Breeze reasonably requires to complete the Proposal of Work. Time will be of the essence for the provision of this work and Breeze may suspend or delay any timeline set out in the Proposal of Work to account for late delivery of instructions or material.
5.2. The Client shall pay the Charges when they become due under the Proposal of Work and upon presentation of an Invoice by Breeze.
6. Charges and Payment
6.1. An estimate of the charges is to be set out in the Proposal of Work.
6.2. While Breeze will seek to gain the Client’s approval for any other charges incurred outside of the Proposal of Work (including for fees paid by Breeze to third parties), the Client shall pay any such fees in line with the terms of clause 6.3 below.
6.3. The Client shall pay all invoices and expenses in accordance with the terms of the invoice.
6.4. If payment of any invoice is late, Breeze retains the right to charge a simple interest at a rate of 5%.
6.5. If payment is more than 6 months late, Breeze retains the right to charge interest at a rate of 8% which will compound.
6.6. Breeze may require payment of a deposit or money on account. Where this is the case, Breeze will invoice for the deposit or money on account and the Client shall pay the invoice in accordance with the terms of the invoice. If the Client does not pay the invoice in accordance with those terms, Breeze shall be entitled to suspend work on the Services until such time as the invoice is paid.
7. Acceptance Testing
7.1. No later than 14 days after Commencement of this Contract, the Client shall deliver proposed user acceptance criteria to Breeze. These criteria shall be such as to reasonably show that the Deliverables complies with the Proposal of Work.
7.2. Breeze shall provide the Client with reasonable assistance to prepare such user acceptance criteria and test data at the customer’s request and at the Supplier’s standard rates then in force.
7.3. The parties shall agree the acceptance testing criteria for the Deliverables within 28 days of the Commencement of this Contract.
7.4. The Client shall, upon delivery of the Deliverables, carry out the agreed acceptance tests. If the tests are passed or the Client reasonably uses any part of the Deliverables (1) for any revenue-earning purposes or (2) to provide any services to third parties other than for test purposes or (3) unreasonably delays the start of the relevant Acceptance Tests or (4) performs any retests during a period of seven working days from the date on which Breeze is ready to commence running such Acceptance Tests or retests, then the Client shall be deemed to have accepted the Deliverables.
7.5. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for whom Breeze has no responsibility (Non-Supplier Defect), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. Breeze shall provide assistance reasonably requested by the Customer in remedying any Non-Supplier Defect by supplying additional services or products. The Customer shall pay Breeze in full for all such additional services and products at Breeze’s then current fees and prices.
8. Limitation of Liability
8.1. Breeze’s liability shall be limited to £250,000, the extent of its professional indemnity insurance.
9.1. This Contract shall terminate either:
9.1.1. on completion of the Deliverables or,
9.1.2. where the Services are to be delivered over a period of time, following either party giving 28 days’ notice in writing to the other, subject only to clause 9.2.
9.2. The notice period given in clause 9.1 shall not be exercised in the first sixth months of entering into the Contract.
9.3. Breeze reserves the right to terminate this Contract for whatever reason before completion of the Services, provided that they return any deposit or fees paid.
10.1. Each Party shall keep the confidential information of the other Party that is disclosed to it confidential during the term of this Contract and for 5 years following termination of this Contract.
12. Content of Material supplied by Client
12.1. Breeze reserves the right to refuse to handle any content material that under the laws of England & Wales is deemed to be discriminatory, obscene, blasphemous, offensive to religion or defamatory towards any person living or dead and contains material that has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communication Regulations 2003, the Official Secrets Act or any analogous domestic or foreign legislation and contains any material that will constitute a contempt of court. The Client will indemnify and hold harmless Breeze from and against any claim relating to the above.
12.2. The Client warrants that there has not been any granting of any interest in the copyright of any content material supplied by them by licence or otherwise to any person or company or legal entity of any other description and the Client further declares that such content material has not been previously published or that if it has been previously published that it remains the property of the Client who retains full copyright in the material.
13. Notices and Communications
13.1. All notices and communications to Breeze should be sent to Liam Mitchell, either at Breeze’s registered address or by email to email@example.com
13.2. The Client shall nominate a designated representative to give instructions and receive notices and communications. Their details shall be included in the Proposal of Work.
14. Third Party Software
14.1. The Client acknowledges that Breeze may incorporate software and other items belonging to third parties into the Deliverables and agrees to be bound by the terms of the licences (and pay the fees for such licences) governing such items. To the extent that it is required, the Client appoints Breeze as its agent to bind the Client to such licences and terms.
15. Proposal of Work and Extension of Time
15.1. Both parties shall perform their obligations under this agreement in accordance with the Proposal of Work.
15.2. Breeze shall use its commercially reasonable endeavours to complete the Work in each stage of the Implementation Plan by the date specified in the Proposal of Work, subject to clause 15.3.
15.3. Breeze shall be given an extension of the timetable of any one or more of the stages in the Implementation Plan if one of more of the following events occurs:
15.3.1. A change is requested under the Change Control procedure.
15.3.2. A Force Majeure Event occurs.
15.3.3. A delay is caused in whole or in part by an action or omission of the Client or its employees, agents or third-party contractors.
15.4. If Breeze is entitled to an extension of time under clause 15.3, it shall give written notice to the Client not later than seven days after the beginning of the event. Such notice shall specify the event relied on and, in the case of a force majeure event, shall estimate the probable extent of the delay.
15.5. Breeze and the Client shall use all reasonable commercial endeavours to agree in writing, signed by both parties, what extension of time is reasonable in the circumstances. The Implementation Plan shall be deemed amended accordingly.
16. Governing Law and Jurisdiction
16.1. The laws of England shall govern this Contract and the courts of England and Wales shall have exclusive jurisdiction to resolve disputes about its terms.