Terms of Service

1. Introduction

These Terms of Service (“Terms”) set out the framework under which BespokeCRMs (“we”, “us”, “our”) provides consultancy, design, development, integration, migration, support and training services to its clients. They apply to every engagement we accept and form part of the agreement between us and the organisation that engages our services (“you”, “your”, the “Client”).

These Terms are intended to operate alongside a written Statement of Work for each engagement. The Statement of Work sets out the specific scope, deliverables, timelines and fees. Where these Terms and a signed Statement of Work conflict, the Statement of Work prevails in respect of the matters it expressly addresses.

2. Definitions

The following definitions apply throughout these Terms:

• BespokeCRMs: the company providing the services described in clause 3, registered in England and Wales under company number 12552942.
• Client: the organisation that engages BespokeCRMs to provide services under a Statement of Work.
• Services: the consultancy, design, development, integration, migration, support, training and related professional services provided by BespokeCRMs.
• Deliverables: the items, materials and outputs produced by BespokeCRMs for the Client under a Statement of Work.
• Statement of Work (SoW): the written document agreed between BespokeCRMs and the Client that describes a specific engagement, including its scope, deliverables, timelines, fees and any specific terms.
• Fees: the charges payable by the Client to BespokeCRMs for the Services, as set out in the applicable Statement of Work.
• Confidential Information: any information of a confidential nature disclosed by one party to the other in connection with these Terms or an engagement, whether marked as confidential or not, as further described in clause 9.

3. Scope of services

BespokeCRMs designs, builds, integrates, migrates, supports and maintains custom CRM systems and related software for organisations operating in the United Kingdom and overseas, with particular focus on regulated industries such as financial services, legal services, recruitment, healthcare, construction, manufacturing, property services and the charity sector.

These Terms set out the general framework that applies to any engagement. The specific scope of any individual engagement, including the deliverables, milestones, acceptance criteria, dependencies and assumptions, is set out in the relevant Statement of Work agreed between the parties.

This page is not itself a Statement of Work and does not by itself create an obligation on BespokeCRMs to provide any Services.

4. Engagement and acceptance

An engagement is formed and these Terms become legally binding between BespokeCRMs and the Client at the earliest of the following events:

• a Statement of Work is signed by an authorised representative of each party;
• the Client confirms acceptance of a Statement of Work in writing (including by email from a corporate domain); or
• the Client makes the first payment of Fees referenced in a proposal, quotation or Statement of Work issued by BespokeCRMs.

Each Statement of Work is a separate agreement. Entering into a Statement of Work does not commit either party to any further engagement.

5. Client responsibilities

Delivery of bespoke software depends on close cooperation between BespokeCRMs and the Client. The Client agrees to:

• provide timely access to the people, data, systems, accounts and environments that BespokeCRMs reasonably requires to deliver the Services;
• nominate a single point of contact authorised to make decisions on behalf of the Client for the duration of the engagement;
• respond to BespokeCRMs requests for information, approvals, sign-offs and feedback within the timescales agreed in the Statement of Work, or otherwise within a reasonable period;
• ensure that any third-party tools, services or APIs that the engagement depends on are properly licensed and made available to BespokeCRMs as required;
• obtain and maintain any consents, approvals and lawful bases required to allow BespokeCRMs to process the Client’s data and any personal data of the Client’s staff, customers or other data subjects in the course of the engagement.

Where the Client’s actions, omissions or delays prevent BespokeCRMs from performing the Services as scheduled, BespokeCRMs is entitled to a reasonable extension of any affected deadlines and to recover any additional costs reasonably incurred as a result.

6. Fees, invoicing and payment

The Fees for each engagement, together with the basis on which they are calculated (fixed price, time and materials, retainer, milestone-based or otherwise) and the invoicing schedule, are set out in the relevant Statement of Work. Unless otherwise stated, Fees are exclusive of value added tax (VAT), which is added at the prevailing rate.

Unless a different period is agreed in the Statement of Work, invoices are payable in full within fourteen (14) days of the invoice date by electronic bank transfer to the account specified on the invoice.

Late payment

Where an invoice remains unpaid after its due date, BespokeCRMs is entitled, without prejudice to any other right or remedy, to charge interest and to recover reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. BespokeCRMs may also suspend further performance of the Services until all overdue amounts (and any applicable interest) have been paid.

Expenses

Pre-approved reasonable expenses (such as travel, accommodation, software licences purchased on the Client’s behalf and third-party services) are recharged at cost, supported by receipts where individually material.

7. Change control

Either party may request a change to the scope, timing, deliverables or Fees set out in a Statement of Work. Any such change becomes effective only when documented in writing and accepted by an authorised representative of each party (a “Change Request”).

Where a Change Request would have a material impact on the effort, schedule, dependencies or risk profile of an engagement, BespokeCRMs will, before accepting the change, set out any resulting adjustment to the Fees, the timeline, and any other affected matter.

Work outside the agreed scope of a Statement of Work that has not been documented as a Change Request is provided only at BespokeCRMs’ discretion and may be charged in addition to the Fees set out in the original Statement of Work.

8. Intellectual property

On full payment of the Fees for an engagement, BespokeCRMs assigns or licenses to the Client (as appropriate) the intellectual property rights in the Deliverables produced specifically for that engagement, subject to the reservations set out below. Until full payment is received, any rights granted to the Client in the Deliverables are conditional and may be revoked.

Background and reusable components

BespokeCRMs retains all rights, title and interest in any pre-existing materials, tools, frameworks, methodologies, components, libraries and know-how (“Background IP”) that BespokeCRMs uses, develops independently of the engagement, or incorporates into the Deliverables. Where Background IP is incorporated into the Deliverables, BespokeCRMs grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use that Background IP solely as part of, and to the extent necessary for the use of, the Deliverables.

Third-party and open-source components

Deliverables may incorporate third-party or open-source software components that remain subject to the licence terms of their respective owners. BespokeCRMs will use reasonable endeavours to select third-party and open-source components that are compatible with the Client’s intended use of the Deliverables, and will identify any such components on request.

Client materials

The Client retains ownership of any materials, data, branding, content and intellectual property that the Client provides to BespokeCRMs in connection with the Services, and grants BespokeCRMs a non-exclusive licence to use those materials to the extent necessary to perform the Services.

9. Confidentiality

Each party may receive Confidential Information from the other during an engagement. Each party agrees to:

• keep the other party’s Confidential Information confidential and protect it using at least the standard of care it applies to its own confidential information, and in any event no less than a reasonable standard of care;
• use the other party’s Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms and the applicable Statement of Work;
• disclose the other party’s Confidential Information only to its personnel, professional advisers and sub-contractors who need to know it for that purpose and who are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, is independently developed without reference to the Confidential Information, or is required to be disclosed by law or by a court, regulator or governmental body of competent jurisdiction (in which case the receiving party will, where lawful, notify the disclosing party as soon as reasonably practicable).

10. Data protection

BespokeCRMs and the Client each comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any other applicable data protection laws.

Depending on the nature of the engagement, BespokeCRMs may act as a data controller in its own right (for example in respect of business contact data of Client personnel) or as a data processor on behalf of the Client (for example when processing the Client’s customer data as part of a migration or integration). The role allocation and any specific instructions, security measures, sub-processor arrangements and assistance obligations are set out in the Statement of Work or in a separate data processing agreement that BespokeCRMs makes available on request.

Our general approach to personal data, including the rights available to data subjects and how to exercise them, is set out in our Privacy Policy.

11. Warranties and disclaimers

BespokeCRMs warrants that the Services are performed with reasonable care and skill and in accordance with good industry practice for the type of work concerned. Where a Deliverable fails to conform with the acceptance criteria set out in the Statement of Work, BespokeCRMs will, at no additional cost to the Client and within a reasonable period, correct the non-conforming Deliverable so that it meets those criteria.

To the maximum extent permitted by law, all other warranties, conditions, representations and terms (whether express or implied by statute, common law or otherwise) are excluded. In particular, BespokeCRMs does not warrant that the Deliverables will be uninterrupted, error-free, or that they will meet requirements other than those agreed in writing in the relevant Statement of Work.

12. Liability

Subject to the limits below, each party is liable to the other for direct losses arising from a breach of these Terms or the applicable Statement of Work.

Cap on liability

Save for the matters described under “Liability that cannot be excluded” below, the total aggregate liability of each party to the other under or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to an amount equal to the total Fees paid by the Client to BespokeCRMs under the applicable Statement of Work in the twelve (12) months immediately preceding the event giving rise to the claim.

Excluded losses

To the maximum extent permitted by law, neither party is liable to the other for any of the following, whether direct or indirect: loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, loss of opportunity, loss of contracts, loss of data (other than the cost of restoring data from the most recent Client-held backup) or any indirect, special or consequential losses.

Liability that cannot be excluded

Nothing in these Terms or any Statement of Work limits or excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under English law.

13. Term, suspension and termination

Each engagement continues for the period set out in the applicable Statement of Work, or (if no period is stated) until the Services under that Statement of Work have been completed.

Termination for convenience

Either party may terminate an engagement for convenience by giving the other party not less than thirty (30) days written notice, unless a different notice period is agreed in the Statement of Work.

Termination for cause

Either party may terminate an engagement with immediate effect by written notice to the other if the other party commits a material breach of these Terms or the applicable Statement of Work and fails to remedy that breach within thirty (30) days of being asked to do so in writing, or if the other party becomes insolvent, ceases to trade or undergoes any analogous event in any jurisdiction.

Effect of termination

On termination, the Client pays BespokeCRMs all Fees for Services performed and Deliverables produced up to the effective date of termination, together with any reasonable wind-down costs incurred as a direct result of the termination. Clauses intended by their nature to survive termination (including clauses on intellectual property, confidentiality, liability and governing law) continue in force.

14. Force majeure

Neither party is liable for any failure or delay in performing its obligations under these Terms or a Statement of Work to the extent that the failure or delay is caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, industrial action, failure of public telecommunications networks, prolonged failure of utility services, or sustained denial-of-service attacks affecting major internet infrastructure.

The affected party notifies the other party as soon as reasonably practicable and uses reasonable endeavours to mitigate the effect of the event. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement on written notice without further liability, save for amounts already accrued.

15. General

Assignment and sub-contracting

The Client may not assign, transfer or sub-contract any of its rights or obligations under these Terms without BespokeCRMs’ prior written consent. BespokeCRMs may use sub-contractors to perform any part of the Services, provided that BespokeCRMs remains responsible for the performance of the Services as a whole.

Notices

Notices required under these Terms must be in writing and sent by email to the address agreed in the Statement of Work or, in the absence of such an address, to the email address most recently used between the parties in connection with the engagement. Formal contractual notices may also be sent to BespokeCRMs by post to its registered office at 18 St Cross Street, London EC1N 8UN, United Kingdom, or via our contact page.

Entire agreement

These Terms together with the applicable Statement of Work constitute the entire agreement between the parties in respect of the engagement and supersede any prior proposals, discussions or correspondence relating to its subject matter.

Severance

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision is severed and the remainder of these Terms continues in full force and effect.

No third-party rights

A person who is not a party to these Terms has no rights to enforce any of their provisions under the Contracts (Rights of Third Parties) Act 1999.

Changes to these Terms

BespokeCRMs may update these Terms from time to time. The “last updated” date at the top of this page reflects when the current version took effect. Updates apply to engagements entered into after the effective date of the change; existing Statements of Work continue to be governed by the version of these Terms in force at the time the Statement of Work was accepted, unless the parties agree otherwise in writing.

Governing law and jurisdiction

These Terms and any Statement of Work, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any Statement of Work.