Terms of service for technical work

23rd May 2018

  1. Parties

    1. This agreement is between The Dextrous Web Ltd, a company registered in England and Wales under number 6617101, trading as “dxw digital”, and the organisation or person specified on the order summary accompanying this document.
  2. Definitions

    A Sprint is dxw’s basic unit of work. A Sprint consists of the services of a dxw team for a set period of time (usually two weeks), and any Surrounding Activities you require.
    Acceptance Criteria
    Acceptance Criteria are a collection of statements about the functionality of a User Story which must be true in order for the User Story to be Done.
    The Backlog is a prioritised list of User Stories.
    A Story is Done when its Acceptance Criteria have been met.
    A collection of services and software which, when operational, will meet the goals specified in your Project Description.
    Project Description
    A Project Description is a written explanation of your Project’s goals and vision, the user needs you are trying to meet and the nature of the work that you expect will be required to meet those needs and achieve those goals.
    A Project is a series of Sprints used to complete work that will meet a specified set of goals.
    Reject, Rejected
    If you believe a Story’s implementation has not met its Acceptance Criteria, you can Reject it, in which case, it becomes Rejected.
    Required Materials
    Required Materials are things that dxw digital needs in order to complete a particular piece of work, including but not limited to content, licences, consents, or clear instructions.
    Sprints Estimate
    The approximate number of Sprints dxw digital estimates will be required to deliver a Product, as specified in the Project Description. Generally expressed as a range; for example: “Between X and Y sprints”. These numbers are estimates, and are not binding.
    A User Story has been Started when dxw digital has started its implementation.
    User Story
    A User Story is a description of some work to be completed. In order for a User Story to be considered “ready” to be worked on, it must: specify a user need; identify the user who has the need; and describe some behaviour which, having been implemented, will meet that need. It should include a list of Acceptance Criteria.
    Surrounding Activities
    Surrounding Activities are services other than the implementation of Stories which dxw digital provides as part of a Sprint; for example: assisting you with roadmapping, the definition and prioritisation of User Stories at the start of the Project, discovery and user research work, penetration testing or product strategy.
  3. Proposal

    1. Before starting a Project, dxw digital will provide a proposal.
    2. The proposal dxw digital provides will contain:

      1. The initial Project Description;
      2. A recommendation for what work should take place in the Sprints, its Surrounding Activities and the makeup of the team working on the Project;
      3. Our fees, including a per-Sprint fee (based on the recommended Sprint work) and our fees for any Surrounding Activities;
      4. An indication of when dxw digital is available to start the work and a Sprints Estimate;
      5. Any other information that we have agreed must be recorded and agreed prior to the commencement of the Project.
    3. Any Project Description that we provide will represent our best understanding of the work that you require to be completed as part of the Project, at the time it was written.
    4. At any time during a Project if the goals or user needs that your project is addressing change substantially, you must tell us, and a new Project Description must be agreed in writing.
    5. If the Project Description is changed during the Project, dxw digital may provide a new Sprints Estimate.
    6. Neither the Project Description nor the proposal is a specification and neither commit us to providing any particular features or deliverables, other than the provision of Sprints.
  4. Sprints

    1. dxw digital will deliver a number of Sprints in order to do work that will meet your goals and users’ needs.
    2. Initially, dxw digital will deliver Sprints with the structure agreed in the proposal.
    3. At any time, you may request that the makeup of the team be changed. Subject to our availability and your acceptance of a revised per-sprint fee, dxw digital will accommodate such requests.
    4. At the beginning of the Project, we will work with you (as a Surrounding Activity) to define an initial set of User Stories for implementation. This list of Stories forms the Project’s Backlog.
    5. At the beginning of each Sprint, we will work with you in a planning meeting to prioritise the User Stories in the Backlog and agree what will be worked on in the Sprint.
    6. At any time, you may add User Stories to the Backlog.
    7. At any time, you may change the priority of Stories in the Backlog.
    8. During each Sprint, dxw digital will work on User Stories, starting with the most important User Story in the Backlog.
    9. At the beginning of each Sprint, dxw digital will give an indication of the number of User Stories dxw expects to be able to complete during the Sprint. This indication is not binding. The number of User Stories completed in each Sprint will vary depending on the complexity of the work.
    10. A User Story cannot be Started unless:

      1. It is ready (see clause 2.12);
      2. It has agreed Acceptance Criteria;
      3. All Required Materials for the User Story’s implementation have been provided to us.
    11. After a User Story has been Started:

      1. You must not change the User Story without dxw digital’s prior agreement;
      2. You may instruct us to cease work on the User Story;
      3. We will make reasonable efforts to complete the User Story within the Sprint.
    12. After dxw digital believe a User Story is Done:

      1. dxw digital will make it available to you for you to test and review;
      2. You must Accept the story as soon as you are reasonably able to do so, and in any case, no later than the end of the Sprint;
      3. You must not Reject the User Story unless it has not met its Acceptance Criteria;
      4. If you Reject a User Story, it will be returned to the Backlog for you to prioritise;
      5. If you Reject a User Story near the end of a Sprint, we may not be able to complete it until the next Sprint;
      6. If having tested the User Story’s implementation you decide that its functionality should be materially different from the Acceptance Criteria, you must make a new User Story describing the changes you require, and a new list of Acceptance Criteria must be agreed.
  5. Sprint fees, estimates and administration

    1. If you accept our proposal, dxw digital will provide an order summary detailing:

      1. A total cost and cost breakdown of a Sprint and summary of its structure, including the people working on the sprint and how many days they’ll be working;
      2. The start and end dates of all Sprints;
      3. A list of the Surrounding Activities you have told us you would like us to undertake, and the associated costs;
      4. Contact details for members of dxw digital’s staff who you may need to contact, including an escalation contact.
    2. At any time, you may request further Sprints. Subject to our availability, dxw digital will make reasonable efforts to schedule Sprints at a time that is convenient to you.
    3. Whenever further Sprints are requested, dxw digital will provide an further order summary for those Sprints.
    4. Upon your acceptance of an order summary, the specified Sprints will be booked.
    5. If you cancel a Sprint which has been booked, a cancellation fee will immediately become payable. The cancellation fee is 50% of the cost of the Sprint.
    6. If the number of sprints delivered reaches the maximum limit in the Sprints Estimate and the Product falls materially short of the standard specified in the Project Description (“Unacceptable”), dxw digital will discount the cost of further sprints by 30%.
    7. As soon as the Product is no longer Unacceptable, the 30% discount will not apply.
    8. dxw digital reserves the right not to provide discounted Sprints if:

      1. The Product is Unacceptable in part or in whole because of your failure to “engage” (see “Engagement” below); or
      2. You have breached the terms of this agreement.
  6. Required Materials

    1. In order to complete User Stories, there will occasionally be Required Materials that you must provide.
    2. You must provide Required Materials as soon as is reasonably practical.
    3. If dxw digital does not have the Required Materials in time to start a particular User Story, we will move on to the next User Story in the Backlog. This may cause a User Story not to be delivered in the Sprint you have specified.
  7. Engagement

    1. It is essential that you fully engage with the development process in order for the Project to be completed successfully. In this context “engage” includes promptly:

      1. Participating actively in the work, particularly in sprint planning, retrospective sessions and stand-ups;
      2. Responding to our questions and providing advice;
      3. Providing feedback, Rejecting and Accepting Stories promptly;
      4. Supplying to us any Required Materials;
      5. Telling us about any problems that could affect delivery.
  8. Subcontracting

    1. At dxw digital’s sole discretion, contractors may be used in place of dxw employees in order to complete Sprints or Surrounding Activities.
    2. Wherever contractors are used, they will work under our direction.
    3. dxw digital will not outsource any Sprint or Surrounding Activity without your prior agreement, which must not be unreasonably withheld or delayed.
  9. Quality

    1. dxw digital will deliver work of a professional standard.
    2. dxw digital will deliver code that is as free of bugs and security vulnerabilities as is reasonably practical.
    3. dxw digital is insured against professional negligence to a value of £2,000,000 (the “insured sum”). dxw digital is willing to negotiate an increase in the insured sum on condition that we were able to pass on any corresponding increase in the premium.
  10. Limitation of liability

    1. dxw digital cannot guarantee perfect reliability.
    2. dxw digital will deliver work that is as robust and reliable as is reasonably practical.
    3. You acknowledge that all software of non-trivial size contains bugs, including security vulnerabilities, and that it is not reasonably practical to deliver bug-free software.
    4. dxw digital will not be liable for any loss of profits or reputation that you suffer, directly or indirectly, as a consequence of any failure of the Product.
    5. You agree that it is your responsibility to ensure that you put in place measures that make you able to operate in the event of any such failure. dxw digital can work with you to design or implement such measures at your request as a Surrounding Activity.
    6. Nothing in this agreement should be read as excluding our liability for death or personal injury caused by our negligence.
    7. In any event, dxw digital’s total liability under this agreement is limited to the lesser of:

      1. The total fee for the Project.
      2. The insured sum.
  11. Confidentiality

    1. dxw digital believe that it is best to be open.
    2. dxw digital will generally not keep the details of your project confidential, including by not limited to:

      1. The fact that dxw digital has a commercial relationship with you;
      2. The nature and goals of your Project;
      3. Your Project’s likely completion date(s);
      4. Our fee for your Project.
    3. However, dxw digital will keep confidential:

      1. The specific content of documents or copy that will be published on any of your websites that is not yet publicly available, especially the content of forthcoming strategy or policy announcements;
      2. Personal data dxw digital acquires during the course of the Project;
      3. The content or existence of any document you send to us that is protectively marked.
    4. If you have additional confidentiality requirements, you must tell us in writing as soon as is reasonably practical.
  12. Intellectual property

    1. Intellectual property in work created by us in the course of working on a Story and that also forms a part of the Product (“Project IP”) shall, (as a future assignment of intellectual property) belong to you, subject to the licence back set out in this agreement.
    2. “Background IP” means any intellectual property used in the Product that is not Project IP and “Reused IP” means any Background IP which we own.
    3. You do not become the owner of any Background IP.
    4. We grant you a perpetual, irrevocable, non-exclusive, royalty-free licence to the Reused IP for their use in the Product.
    5. You grant us a perpetual, irrevocable, non-exclusive, royalty-free licence for use of the Project IP in any Product created by dxw digital, including the right to licence the use of the Project IP in any Product (“the licence back”).
    6. We will take all reasonable steps to ensure that Background IP that is not Reused IP is licensed in such a way that you are able to make use of it as part of the Product.
    7. dxw digital may place links or representative screenshots of the materials we create for our clients along with their names or logos on a dxw website or within other promotional material. To the extent that these materials are owned by you, you agree to grant us a perpetual, irrevocable, non-exclusive, royalty-free licence that authorises this use.
    8. We are neither able to enumerate the intellectual property your Product contains, nor to state which parts are owned by you and which are Project IP or Reused IP.
  13. Payments

    1. dxw digital will issue invoices for Sprints on the day after the last day of the Sprint.
    2. dxw digital will issue invoices for Surrounding Activities upon completion.
    3. Invoices are payable within 14 days.
    4. dxw digital may charge interest on overdue invoices at 5% over the Barclay’s Bank base rate.
    5. You shall make payment by BACS transfer or (if agreed in advance with dxw digital) credit or debit card. dxw digital does not accept cheques.
    6. Credit and debit card payments are subject to a 2.5% fee.
    7. VAT (where applicable) is payable on, and in addition to, all sums due under this agreement.
    8. dxw digital issues invoices by email. If you require a paper invoice to be issued, dxw digital may charge an additional fee.
  14. Circumstances beyond our control

    1. dxw digital will not be liable for any failure caused by industrial action or other circumstances beyond our reasonable control.
  15. Changes to these terms

    1. dxw digital may vary these terms at any time upon giving you prior written notice.
    2. If any proposed change in these terms puts you at a material disadvantage you may send us a written objection, in which case, the change will not be binding on you.
    3. Any such written objection must be sent within 14 days of the the notice dxw digital sends you.
    4. This clause does not apply if it would violate the terms of a framework agreement of which this agreement forms a part.
  16. Proper law

    1. This agreement is governed by English law and the parties agree that any disputes arising from the agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
  17. Email

    1. Any reference to “in writing” includes email and excludes fax transmissions.
  18. Headings

    1. The section headings contained in this agreement are for reference only and shall not in any way affect the meaning or interpretation of this agreement.
  19. Whole agreement

    1. With the exception of any framework agreement of which this agreement forms a part, this agreement and the order summary that accompanies it constitute the entire agreement between us with respect to the Project, and replaces any prior oral or written agreement which may exist.
  20. Termination

    1. Either party may terminate this contract at any time by giving us 30 days’ notice in writing.

    2. dxw digital may terminate this contract without notice if you are in material breach.

    3. At the end of this contract, dxw digital will issue a final invoice for any services delivered up to the date of termination, which you shall pay.