Terms and Conditions

Last updated: 1 January 2024  ·  GASHP LTD  ·  United Kingdom

1. Interpretation and Definitions

In these Terms and Conditions, the following definitions apply unless the context requires otherwise:

  • "GASHP LTD" means GASHP LTD, a company registered in England and Wales, with its registered office at 135 Hawthorne Way Shelley, HUDDERSFIELD, HD8 8QF, United Kingdom, referred to throughout as "we", "us" or "our".
  • "Client" means the individual or entity that has entered into or is in the process of entering into a contract with GASHP LTD for the provision of Services, referred to as "you" or "your".
  • "Services" means the software development, cloud computing, technology consulting, AI and data analytics, cybersecurity, DevOps, digital transformation and any other professional or technical services provided by GASHP LTD to the Client, as specified in a Statement of Work or Project Agreement.
  • "Statement of Work" or "SOW" means a written document agreed between GASHP LTD and the Client that specifies the scope, deliverables, timeline, pricing and any additional terms applicable to a specific engagement or project.
  • "Deliverables" means any software, documentation, code, reports, designs, specifications, data models, training materials or other outputs produced by GASHP LTD in the course of providing the Services and identified as deliverables in the applicable Statement of Work.
  • "Intellectual Property Rights" means all patents, copyrights, database rights, trade marks, service marks, design rights (whether registered or unregistered), trade secrets, know-how, rights in source code and all other intellectual property rights, howsoever subsisting, in any part of the world.
  • "Confidential Information" means any information disclosed by one party to the other in connection with these Terms or any engagement, which is identified as confidential at the time of disclosure or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
  • "Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
  • "Commencement Date" means the date on which a Statement of Work is executed by both parties or such earlier date as agreed in writing by GASHP LTD and the Client.
  • "Force Majeure Event" means any event beyond the reasonable control of GASHP LTD, including but not limited to acts of God, natural disasters, epidemics or pandemics, fire, flood, storm, war, terrorism, civil disorder, governmental action or restriction, failure of third-party telecommunications networks or infrastructure, or power failure.

2. Basis of the Contract

These Terms and Conditions govern the provision of all Services by GASHP LTD to the Client. They apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless expressly agreed otherwise in writing by a duly authorised representative of GASHP LTD.

A binding contract between GASHP LTD and the Client for the provision of Services comes into existence only when:

  • GASHP LTD issues a written proposal, quote or Statement of Work to the Client; and
  • The Client accepts that proposal, quote or Statement of Work in writing (including by email), or by issuing a purchase order referencing the proposal or SOW, or by instructing GASHP LTD to commence work.

No contract is formed by the Client's submission of an enquiry through our website, by a telephone or email conversation about a potential project, or by GASHP LTD preparing and submitting a proposal that has not been accepted by the Client in accordance with the above process. GASHP LTD reserves the right to withdraw or amend any proposal or quote before acceptance.

These Terms and Conditions shall form part of every contract between GASHP LTD and the Client, together with the applicable Statement of Work. In the event of any conflict or inconsistency between these Terms and Conditions and a Statement of Work, the terms of the Statement of Work shall prevail to the extent of the inconsistency.

3. Services

GASHP LTD shall provide the Services with reasonable care and skill in a professional and workmanlike manner, consistent with the standards generally applicable to the software development and technology consulting industry in the United Kingdom. We will use commercially reasonable efforts to perform the Services in accordance with the timelines and milestones set out in the applicable Statement of Work.

GASHP LTD shall be entitled to determine the manner, means and methodologies by which the Services are delivered, subject to any specific requirements agreed in the Statement of Work and subject to any reasonable written instructions provided by the Client that do not materially change the scope or nature of the Services. GASHP LTD shall be responsible for managing and directing any personnel it deploys in the provision of the Services.

GASHP LTD may engage subcontractors and third-party specialists to assist in the provision of any Services. Such engagements will be managed by GASHP LTD, which shall remain responsible to the Client for the performance of the Services to the standard required under these Terms. GASHP LTD shall not subcontract the entirety of any engagement without the Client's prior written consent.

The Client acknowledges that the timely and effective provision of Services by GASHP LTD depends in part on the Client fulfilling its own obligations under these Terms and any applicable Statement of Work. This includes providing accurate and complete information and materials requested by GASHP LTD, making relevant personnel available for discovery sessions, reviews and approvals, and responding to GASHP LTD communications within agreed or reasonable timescales. GASHP LTD shall not be liable for any delay or failure in the delivery of Services caused by the Client's failure to meet its own obligations.

4. Statements of Work and Scope Management

The Services to be provided under any engagement shall be defined in a Statement of Work agreed in writing between GASHP LTD and the Client. Each Statement of Work shall specify, at minimum: the scope and nature of the Services; the Deliverables to be produced; the project timeline and key milestones; the fees and payment schedule; any Client dependencies or obligations; and any additional terms specific to that engagement.

The scope of the Services is limited to what is described in the Statement of Work. Any request by the Client for changes, additions or extensions to the scope of the Services (a "Change Request") must be submitted to GASHP LTD in writing. GASHP LTD will assess the Change Request and provide a written Change Order specifying any adjustments to the fees, timeline or deliverables required to accommodate the change. The Change Request will not be actioned until the Change Order is accepted by the Client in writing.

GASHP LTD reserves the right to issue a Change Order where the Client provides incomplete, inaccurate or materially different specifications or materials from those described in the Statement of Work, where the Client requests additional meetings or reviews beyond those specified in the SOW, or where regulatory or third-party requirements not anticipated at the time of the SOW impose additional work.

Where the Client approves a Change Order that extends the timeline of a project, any affected milestone dates shall be adjusted accordingly. GASHP LTD shall not be in breach of any delivery obligation as a result of a timeline adjustment arising from an approved Change Order.

5. Fees and Payment

The fees payable by the Client for the Services shall be as specified in the applicable Statement of Work. GASHP LTD offers fixed-price engagements, time-and-materials billing and retainer arrangements as appropriate to the nature and duration of the Services. The applicable fee structure will be clearly identified in each Statement of Work.

For fixed-price engagements, GASHP LTD will invoice the Client in accordance with the payment milestones set out in the Statement of Work. A deposit of not less than 25% of the total project fee is typically required prior to commencement of work unless otherwise agreed in writing. Remaining payments are due at the milestones specified in the SOW.

For time-and-materials engagements, GASHP LTD will invoice the Client monthly in arrears for hours worked and approved expenses incurred in the preceding calendar month. Time is recorded against the applicable Statement of Work and is available for review upon request.

For retainer engagements, fees are invoiced at the beginning of each retainer period. Retainer fees are payable in advance and are not subject to reduction or refund if the full retainer capacity is not utilised within a given period unless a specific carry-forward arrangement has been agreed in writing.

All invoices issued by GASHP LTD are due and payable within 30 days of the invoice date unless otherwise specified in the Statement of Work. Invoices are issued to the email address or postal address provided by the Client for billing purposes.

GASHP LTD reserves the right to charge interest on overdue invoices at the rate of 8% per annum above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest accrues daily from the date on which payment became due until the date on which payment is received in full.

GASHP LTD also reserves the right to charge reasonable debt recovery costs on overdue invoices in accordance with applicable legislation. Where an invoice remains unpaid for more than 30 days after its due date, GASHP LTD may suspend the provision of Services until the overdue amount is paid in full without incurring any liability for such suspension.

All fees are stated exclusive of Value Added Tax (VAT). Where applicable, VAT will be charged at the prevailing UK rate and will be itemised separately on each invoice. It is the Client's responsibility to provide GASHP LTD with any valid VAT exemption certificates or purchase order references required for invoicing purposes.

Expenses reasonably incurred by GASHP LTD in the provision of Services (such as travel, accommodation, third-party software licences, cloud infrastructure costs and similar) will be charged to the Client at cost. Where expenses are expected to exceed £200 in any calendar month, GASHP LTD will seek the Client's prior written approval before incurring those costs.

6. Intellectual Property Rights

The allocation of Intellectual Property Rights in connection with the Services is as follows unless a different arrangement is expressly agreed in the applicable Statement of Work:

6.1 GASHP LTD Background IP

All Intellectual Property Rights in tools, frameworks, methodologies, libraries, templates, pre-existing code and other materials developed or owned by GASHP LTD prior to or independently of any engagement ("Background IP") remain the exclusive property of GASHP LTD. To the extent that any Background IP is incorporated into Deliverables, GASHP LTD grants the Client a non-exclusive, perpetual, royalty-free licence to use that Background IP solely as part of the Deliverables and for the purposes for which the Deliverables were created.

6.2 Deliverable IP

Subject to full payment of all applicable fees, GASHP LTD assigns to the Client all Intellectual Property Rights in the Deliverables created specifically for the Client under an engagement, to the extent that such rights are capable of assignment. This assignment takes effect upon receipt by GASHP LTD of all fees due under the applicable Statement of Work. Until such payment is received in full, all rights in the Deliverables remain vested in GASHP LTD.

6.3 Open Source Components

Where Deliverables incorporate open source software components, those components remain subject to their respective open source licences. GASHP LTD will identify any material open source dependencies in the relevant technical documentation and will ensure that the use of open source components in Deliverables is compatible with the Client's intended use of those Deliverables. GASHP LTD makes no warranty that Deliverables incorporating open source components can be used for purposes not permitted by the applicable open source licences.

6.4 Client Materials

All materials, data, content, trademarks and other intellectual property provided to GASHP LTD by the Client for the purpose of the engagement ("Client Materials") remain the property of the Client or its licensors. The Client grants GASHP LTD a non-exclusive licence to use the Client Materials solely for the purpose of providing the Services. GASHP LTD will not use Client Materials for any other purpose and will return or destroy Client Materials upon termination of the engagement if requested by the Client in writing.

6.5 Portfolio and Reference Rights

GASHP LTD reserves the right to describe the nature of the Services provided to the Client and the general outcomes achieved in its marketing materials, website portfolio and case studies, provided that no Confidential Information is disclosed and that no specific technical details are revealed without the Client's prior written consent. Where the Client requests confidentiality with respect to the existence of the engagement, GASHP LTD will honour that request.

7. Confidentiality

Each party undertakes to the other that it will keep confidential all Confidential Information disclosed to it by the other party in connection with these Terms or any engagement, and will not disclose that Confidential Information to any third party without the prior written consent of the disclosing party, except as expressly permitted under these Terms.

The receiving party may disclose Confidential Information to its employees, officers, contractors and professional advisers who need to know it for the purpose of the engagement, provided that such persons are subject to equivalent confidentiality obligations and the receiving party remains responsible for their compliance with those obligations.

The confidentiality obligations in this section do not apply to information that: is or becomes publicly known other than as a result of a breach of these Terms; was already known to the receiving party at the time of disclosure; is independently developed by the receiving party without use of or reference to the Confidential Information; or is required to be disclosed by law, court order or regulatory authority.

GASHP LTD's confidentiality obligations in respect of Client Materials and project-specific Confidential Information shall survive the termination or expiry of any engagement for a period of 5 years.

8. Data Protection

Each party shall comply with all applicable data protection legislation in connection with the processing of personal data under or in connection with these Terms and any engagement. Where GASHP LTD processes personal data on behalf of the Client in the course of providing the Services (acting as a data processor), such processing shall be governed by a separate Data Processing Agreement to be executed by both parties, which shall set out the subject matter, nature, purpose and duration of the processing, the categories of data subjects and personal data concerned, and the obligations and rights of both parties.

GASHP LTD shall implement appropriate technical and organisational measures to ensure the security of any personal data processed on behalf of the Client, consistent with the requirements of UK GDPR Article 32. GASHP LTD shall not process Client personal data for any purpose other than those specified in the Data Processing Agreement.

Full details of how GASHP LTD processes personal data in connection with its own business operations (acting as a data controller) are set out in our Privacy Policy.

9. Warranties

GASHP LTD warrants to the Client that:

  • It has full right, power and authority to enter into and perform its obligations under these Terms and any applicable Statement of Work.
  • It will perform the Services with reasonable care and skill.
  • The Deliverables will, at the time of their delivery, substantially conform to the specifications set out in the applicable Statement of Work.
  • To the best of GASHP LTD's knowledge and belief, the Deliverables will not infringe the Intellectual Property Rights of any third party, subject to the condition that the Client has provided all necessary licences, permissions and authorisations for third-party materials incorporated into the Deliverables at the Client's direction.

The Client warrants to GASHP LTD that:

  • It has full right, power and authority to enter into and perform its obligations under these Terms.
  • All materials, data and information provided to GASHP LTD are accurate and complete to the best of the Client's knowledge.
  • The use of Client Materials by GASHP LTD in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
  • It will comply with all applicable laws and regulations in connection with its use of the Deliverables following their delivery.

Save as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

10. Liability

Nothing in these Terms shall exclude or limit either party's liability for: death or personal injury caused by that party's negligence; fraud or fraudulent misrepresentation; any breach of the terms implied by sections 12 to 14 of the Sale of Goods Act 1979 or sections 13 and 14 of the Supply of Goods and Services Act 1982; or any other liability that cannot be excluded or limited under applicable English law.

Subject to the foregoing, GASHP LTD's total aggregate liability to the Client in respect of any and all claims arising out of or in connection with any engagement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the total fees paid or payable by the Client to GASHP LTD under the applicable Statement of Work in the 12-month period immediately preceding the event giving rise to the claim.

GASHP LTD shall not be liable to the Client for any indirect, special, incidental, consequential or punitive loss or damage, including but not limited to: loss of profits; loss of revenue; loss of anticipated savings; loss of data; loss of business opportunity; loss of goodwill; or any form of wasted expenditure, even if GASHP LTD has been advised of the possibility of such loss or damage.

GASHP LTD shall not be liable for any loss, damage, delay or failure caused by a Force Majeure Event. In the event of a Force Majeure Event, GASHP LTD will notify the Client as soon as reasonably practicable, will take reasonable steps to mitigate the impact of the Force Majeure Event and will resume performance as soon as reasonably practicable after the Force Majeure Event ceases.

11. Indemnification

The Client shall indemnify, defend and hold harmless GASHP LTD and its directors, employees, contractors and agents from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal costs) arising out of or in connection with:

  • Any breach by the Client of these Terms or any Statement of Work.
  • The Client's use of the Deliverables in a manner not permitted by these Terms or the applicable Statement of Work.
  • Any claim that Client Materials or content provided by the Client infringe the Intellectual Property Rights or other rights of any third party.
  • The Client's violation of any applicable law or regulation in connection with its use of the Services or the Deliverables.

12. Term and Termination

These Terms shall continue in full force and effect for the duration of any engagement between GASHP LTD and the Client and shall survive termination of any engagement to the extent necessary to give effect to those provisions that are expressed or intended to survive termination.

Either party may terminate an engagement by written notice to the other if:

  • The other party commits a material breach of these Terms or the applicable Statement of Work that is not capable of remedy; or
  • The other party commits a material breach that is capable of remedy and fails to remedy that breach within 30 days of receiving written notice requiring it to do so; or
  • The other party becomes insolvent, enters into administration, receivership or liquidation, makes an arrangement with its creditors, or has a petition presented for its winding up (other than for the purposes of a solvent reconstruction or amalgamation).

GASHP LTD may terminate an engagement immediately upon written notice to the Client if the Client fails to pay any undisputed invoice within 60 days of its due date and has not made a payment arrangement acceptable to GASHP LTD within 10 Business Days of GASHP LTD's written notice of the overdue amount.

The Client may terminate a fixed-price engagement for convenience by providing GASHP LTD with not less than 30 days' written notice, in which case the Client shall be liable to pay GASHP LTD for all work performed and all expenses incurred up to the date of termination, plus a termination fee equal to 20% of the remaining unbilled project value as compensation for GASHP LTD's lost revenue and redeployment costs.

Upon termination of any engagement for any reason:

  • All accrued payment obligations become immediately due and payable.
  • GASHP LTD shall deliver to the Client all Deliverables completed as at the termination date, together with all Client Materials and working files in GASHP LTD's possession that relate to the engagement.
  • Each party shall promptly return or securely destroy the other party's Confidential Information, subject to any retention obligations required by applicable law.
  • Any licences granted under these Terms shall terminate, save for any licence in respect of Deliverables for which the Client has paid in full.

13. Non-Solicitation

The Client agrees that during the term of any engagement and for a period of 12 months following the termination or expiry of the engagement, it will not, without the prior written consent of GASHP LTD, directly or indirectly solicit, recruit or engage any person who is or was employed or engaged by GASHP LTD in the provision of the Services to the Client, whether as an employee, contractor, consultant or otherwise. This restriction applies only to those individuals who had direct involvement in the Client's engagement and does not constitute a general restriction on the Client's hiring activities.

In the event of a breach of this provision, the Client agrees that the appropriate remedy is damages rather than an injunction, and that a reasonable measure of damages is the equivalent of 6 months' gross salary or day-rate earnings of the individual concerned at the time of the breach.

14. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or any engagement between GASHP LTD and the Client, the parties shall first attempt to resolve the dispute through good-faith negotiation between their respective senior representatives within 20 Business Days of written notice from the complaining party identifying the nature of the dispute. This requirement does not prevent either party from applying for urgent injunctive or other interim relief.

If the dispute is not resolved through negotiation within the period specified above, either party may propose that the dispute be submitted to mediation through the Centre for Effective Dispute Resolution (CEDR) or such other mediator as the parties may agree. Participation in mediation is voluntary. If mediation does not resolve the dispute, or if either party declines to participate in mediation, either party may then pursue the matter through the courts in accordance with Clause 15.

15. Governing Law and Jurisdiction

These Terms and Conditions and all contracts between GASHP LTD and the Client incorporating these Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute or claim arising out of or in connection with these Terms or any such contract (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales. Both parties irrevocably submit to that jurisdiction and agree to waive any objection to proceedings in those courts on the grounds of venue or inconvenient forum.

16. General Provisions

Entire Agreement: These Terms and Conditions, together with the applicable Statement of Work and any Data Processing Agreement, constitute the entire agreement between GASHP LTD and the Client in relation to the relevant engagement and supersede all prior agreements, representations, warranties, negotiations and understandings between the parties in relation to the subject matter of that engagement.

Variation: No variation to these Terms shall be effective unless agreed in writing and signed by a duly authorised representative of each party. Email confirmation from a senior representative of GASHP LTD shall constitute sufficient written form for the purposes of this clause.

Waiver: No failure or delay by GASHP LTD in exercising any right under these Terms shall be construed as a waiver of that right. A waiver of any breach of these Terms shall not constitute a waiver of any subsequent breach.

Severability: If any provision of these Terms is found by any court or regulatory authority to be invalid, unenforceable or illegal, that provision shall be severed from the remaining Terms, which shall remain in full force and effect.

Assignment: The Client may not assign, transfer, charge or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of GASHP LTD. GASHP LTD may assign its rights and obligations under these Terms to a successor or affiliate entity provided that such assignment does not materially affect the delivery of Services to the Client.

Third-Party Rights: No person other than GASHP LTD and the Client shall have any rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Notices: Any notice required to be given under these Terms shall be in writing and delivered by email to the authorised representative's email address as agreed between the parties, or by post to the registered address of the receiving party. Notices sent by email shall be deemed received on the next Business Day following the date of transmission, provided no delivery failure notification is received. Notices sent by post shall be deemed received on the third Business Day following posting.

17. Contact Details

For any queries relating to these Terms and Conditions or the engagement of GASHP LTD for the provision of professional services, please contact us:

GASHP LTD
135 Hawthorne Way Shelley
HUDDERSFIELD, HD8 8QF
United Kingdom
Email: general@gashp.garden
Telephone: +44 7424 103366
Website: gashp.garden