Professional Services Terms
The delivery and acceptance terms for Professional Services — review periods, sign-off, and how Deliverables are accepted. Forms part of the Master Services Agreement.
These Professional Services Terms apply to all Professional Services provided by Underfold Ltd (the “Supplier”) to the Client under the Master Services Agreement published by the Supplier (the “Agreement”) and the relevant Statement of Work or Engagement Letter.
1. Definitions and Interpretation
1.1 Capitalised terms used but not defined here have the meanings given in the Agreement.
1.2 In these Professional Services Terms:
Acceptance: the Client’s acceptance of a Deliverable in accordance with paragraph 3, whether express or deemed.
Acceptance Criteria: the criteria against which a Deliverable is assessed, being the requirements and description set out in the relevant Statement of Work or otherwise agreed by the Parties in writing.
Issues List: a written list of the respects in which a Deliverable does not conform to the Acceptance Criteria.
Review Period: 5 Business Days from delivery of a Deliverable, unless the Statement of Work states otherwise.
1.3 In the event of conflict, these Professional Services Terms prevail over the Clauses of the Agreement in respect of the provision of Professional Services, and a Statement of Work prevails over these Professional Services Terms.
2. Provision of the Professional Services
2.1 The Supplier shall provide the Professional Services and prepare the Deliverables described in each Statement of Work, with reasonable care and skill and in accordance with Good Industry Practice.
2.2 Where Services are provided on a time-and-materials basis, the Supplier shall record the time spent and invoice at the Rates. Where they are provided on a fixed-fee basis, the Fees are as set out in the Statement of Work, subject to the Change Request process in the Agreement.
2.3 The Statement of Work shall specify which Deliverables (if any) are subject to the review and acceptance process in paragraph 3, together with any Acceptance Criteria. Advisory outputs such as guidance, briefings and recommendations are provided as professional advice and are not ordinarily subject to formal acceptance.
3. Review and Acceptance of Deliverables
3.1 The Parties have adopted a review-and-sign-off model in place of formal acceptance testing, reflecting the advisory nature of the Deliverables.
3.2 On delivery of a Deliverable that is identified in the Statement of Work as subject to acceptance, the Client has the Review Period to review it against the Acceptance Criteria and to confirm whether it conforms.
3.3 If the Client considers that the Deliverable does not conform to the Acceptance Criteria, it shall, by the end of the Review Period, provide the Supplier with a written Issues List describing the non-conformities.
3.4 A Deliverable is deemed accepted if, during the Review Period, the Client: (a) confirms acceptance in writing; (b) does not provide an Issues List; or (c) begins using the Deliverable in the ordinary course of its business (other than for the purpose of review).
3.5 Where the Client provides a valid Issues List identifying a non-conformity that is directly attributable to the Supplier (and is not the result of Client Materials, the Client’s instructions, or a matter that should be handled as a Change Request), the Supplier shall, without additional charge, carry out the remedial work reasonably necessary to make the Deliverable conform, and shall re-submit it for a further Review Period.
3.6 If a non-conformity arises from Client Materials, the Client’s instructions, or a change requested by the Client, the Supplier shall address it through the Change Request process in the Agreement, and may charge at the Rates.
3.7 If a non-conformity cannot be remedied for reasons the Supplier can demonstrate are outside its control, the Supplier may stop work on that Deliverable and shall not charge for the element of the affected Deliverable that cannot be remedied.
4. Nature and Limits of Acceptance
4.1 Acceptance confirms that a Deliverable conforms to the Acceptance Criteria. It does not constitute, and the Supplier does not warrant, any particular business, certification or regulatory outcome, which depends on the Client’s implementation and on the decisions of third parties and regulators, as set out in Clause 6 of the Agreement.
4.2 Non-conformities not raised in an Issues List within the relevant Review Period are not subject to the free remedial work in paragraph 3.5, without prejudice to the Supplier’s obligation to perform the Services with reasonable care and skill.
5. Relationship to the Agreement
5.1 These Professional Services Terms form part of the Agreement. The provisions of the Agreement relating to Fees and payment, intellectual property, confidentiality, data protection, limitation of liability, term and termination, and governing law apply to the Professional Services and are not repeated here.