Protect your time before the scope begins to move.

The Contractor shall perform the Services set out in the Applicable Schedule in a professional and timely manner, using reasonable skill and care in accordance with applicable industry standards and practices. Subject to the agreed Services, Deliverables, specifications, deadlines and other requirements set out in the Applicable Schedule, the Contractor shall have professional discretion as to the manner and method by which the Services are performed. Requests for changes, additions or enhancements to the Services outside the agreed scope must be submitted in writing. Where such a request would change the agreed scope, the Contractor may: decline the requested change; propose a revised scope of work; quote additional fees; and/or propose a reasonable adjustment to any affected timeline or milestone. Any Scope Creep shall require prior written agreement between the Parties. The Contractor shall have no obligation to perform work falling outside the agreed scope unless and until the nature of the change, any additional or reduced fees and any material effect on the timeline or Deliverables have been agreed in writing. If the Client repeatedly changes instructions, provides materially inconsistent feedback or otherwise causes unreasonable delay to the Services, the Contractor may give written notice identifying the issue and its effect on the Services. If the issue is not resolved within a reasonable period having regard to the circumstances, the Contractor may suspend the affected Services or exercise any applicable right of termination under the Term and Termination clause.

The Services to be provided under this Agreement shall be agreed from time to time in one or more numbered Schedules (each a “Schedule”). Schedule 1 is entered into together with this Agreement and forms part of this Agreement. The Parties may subsequently agree additional Schedules without re-signing this Agreement. An additional Schedule, or a variation to an existing Schedule, may be accepted by electronic signature, email or another written electronic communication that clearly records the agreement of both Parties to its terms. For the avoidance of doubt, the creation of a new Schedule, or a variation to the project-specific terms of an existing Schedule in accordance with this clause, shall not constitute an amendment or change to the main body of this Agreement for the purposes of the Entire Agreement and Amendments clause, the General Provisions clause or any other provision of this Agreement requiring an amendment or change to be signed by the Parties, and shall not require the Parties to re-sign this Agreement. A variation to a Schedule may vary the project-specific terms of that Schedule. It shall not amend or override a provision of the main body of this Agreement unless the Schedule expressly identifies the provision being varied and states that it is intended to prevail in relation to that matter. Each Schedule shall identify, where applicable: the Services to be provided; the Deliverables; the commencement date, estimated completion date, milestones or other applicable timeline; the Fees, payment schedule and any Advance Payment; the revision allowance; any materials, files, source materials or project assets excluded from the Deliverables; any project-specific insurance requirements; any agreed project-specific intellectual property or licensing terms; and any other project-specific terms agreed between the Parties. Once agreed by both Parties, each Schedule shall form part of and be governed by this Agreement without requiring the Parties to re-execute this Agreement. In the event of any inconsistency between this Agreement and a Schedule, this Agreement shall prevail unless the relevant Schedule expressly identifies the provision of this Agreement being varied and states that the Schedule is to prevail in relation to that matter.

The Client shall: provide all information, materials, content, assets, access, instructions and approvals reasonably required for the Contractor to perform the Services; provide Client-supplied materials in Final Form by the dates specified in the Applicable Schedule or otherwise reasonably required for the performance of the Services; and review Deliverables and provide approval, rejection or consolidated feedback within Agreed client review period business days of receipt, subject to the Revisions, Approval and Acceptance clause. The Client acknowledges that a failure or delay in providing information, materials, instructions, approvals, feedback, access or other assistance reasonably required for the Services may affect the Contractor’s ability to perform the Services within the agreed timeline. The Contractor shall not be responsible for delay to the extent that the delay results from an act or omission of the Client or another person for whom the Client is responsible. Any affected delivery date, milestone or estimated completion date shall be extended by a reasonable period having regard to the nature, duration and consequences of the Client-caused delay. Where a Client-caused delay exceeds fourteen (14) consecutive days, the Contractor may, after giving written notice: suspend the affected Services; reasonably reallocate resources to other work; revise affected delivery dates; and propose additional fees for additional work, administration, rescheduling, project management or third-party costs reasonably caused by the delay. No additional fee arising solely from Client delay shall become payable unless the basis of that fee has already been set out in the Applicable Schedule or has subsequently been agreed in writing by the Parties.

The Client shall pay the Fees specified in each Applicable Schedule. Where an Applicable Schedule requires an Advance Payment, that Advance Payment shall be paid in cleared funds before the Contractor is required to commence the Services under that Schedule. The Advance Payment shall form part of, and be credited against, the Fees payable under that Schedule. Invoices shall be issued in accordance with the payment arrangements set out in the Applicable Schedule and shall be payable within Agreed invoice payment period days of the invoice date unless the Applicable Schedule expressly provides otherwise. If an undisputed amount remains overdue after its due date, the Contractor may give written notice requiring payment. If payment is not made within seven (7) calendar days after that notice, the Contractor may suspend the affected Services until payment is received. Where applicable to the transaction, the Contractor may charge statutory interest, statutory compensation and reasonable recovery costs available under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, as amended or replaced from time to time. All Fees are exclusive of VAT unless the Applicable Schedule expressly states otherwise. VAT shall be charged in addition where the Contractor is required by law to charge it. Unless expressly included in the Fees or otherwise stated in the Applicable Schedule, the Client shall reimburse reasonable third-party costs or out-of-pocket expenses incurred specifically for the Services only where those costs or expenses have been approved by the Client in writing in advance. The Contractor shall provide reasonable evidence of any separately charged third-party cost or expense upon request. The Contractor shall not be required to provide a final Deliverable, or transfer any intellectual property right which is conditional upon payment, until all amounts properly due in respect of that Deliverable under the Applicable Schedule have been received in cleared funds. Any partial delivery, preview, demonstration, testing access or draft version provided by the Contractor shall not of itself constitute a transfer of ownership or a waiver of the Contractor’s rights under this Agreement.

The Contractor shall perform the Services set out in the Applicable Schedule in a professional and timely manner, using reasonable skill and care in accordance with applicable industry standards and practices. Subject to the agreed Services, Deliverables, specifications, deadlines and other requirements set out in the Applicable Schedule, the Contractor shall have professional discretion as to the manner and method by which the Services are performed. Requests for changes, additions or enhancements to the Services outside the agreed scope must be submitted in writing. Where such a request would change the agreed scope, the Contractor may: decline the requested change; propose a revised scope of work; quote additional fees; and/or propose a reasonable adjustment to any affected timeline or milestone. Any Scope Creep shall require prior written agreement between the Parties. The Contractor shall have no obligation to perform work falling outside the agreed scope unless and until the nature of the change, any additional or reduced fees and any material effect on the timeline or Deliverables have been agreed in writing. If the Client repeatedly changes instructions, provides materially inconsistent feedback or otherwise causes unreasonable delay to the Services, the Contractor may give written notice identifying the issue and its effect on the Services. If the issue is not resolved within a reasonable period having regard to the circumstances, the Contractor may suspend the affected Services or exercise any applicable right of termination under the Term and Termination clause.

A revision means a reasonable request by the Client to modify a Deliverable so that it materially conforms to the specifications, requirements or instructions set out in the Applicable Schedule or otherwise agreed in writing before the relevant work commenced. A revision does not include: a request for additional features, functionality, content, Deliverables or Services not previously agreed; a change to the agreed project scope, objectives or requirements; new instructions provided after the relevant work has commenced; a request to explore an alternative concept, design, approach or creative direction not previously agreed; or work arising from inaccurate, incomplete or late information supplied by the Client. The number or extent of revisions included in the Fees shall be as stated in the Applicable Schedule. The Client shall use reasonable efforts to consolidate feedback into a single request for each revision round. Separate requests may be treated as separate revisions where it is reasonable to do so. A request which does not fall within the agreed revision allowance or which changes the agreed Services or Deliverables may be treated as a request for additional work and dealt with in accordance with the Scope of Services clause. The Client shall have Agreed client review period business days after receipt of a Deliverable to approve it or notify the Contractor in writing of any material failure to conform to the agreed specifications. If the Client does not provide such notice within that period, the Deliverable shall be treated as accepted for the purposes of project progression and any payment due in respect of that Deliverable. Acceptance shall not prevent the Client from raising: a material defect that could not reasonably have been identified during the review period; fraud, deliberate concealment or wilful misconduct; or a right or remedy that cannot lawfully be limited or excluded. A Deliverable which has been expressly approved by the Client shall not subsequently be rejected solely because the Client has changed their preference, opinion or instructions.

If ownership of the final deliverables transfers after full payment All intellectual property rights owned by the Contractor in the final Deliverables shall remain vested in the Contractor until all amounts properly due in respect of those Deliverables under the Applicable Schedule have been paid in full. Upon receipt of full payment of those amounts, the Contractor assigns to the Client all rights, title and interest owned by the Contractor in the final Deliverables created specifically for the Client under the Applicable Schedule, including copyright, design rights and rights of use and reproduction, subject to the exclusions in this clause. The assignment does not include any pre-existing or independently developed material, software, code, template, tool, process, methodology, know-how, library, framework, system, technique or other reusable intellectual property of the Contractor (“Contractor Background Materials”), whether or not such material is used in performing the Services. Where Contractor Background Materials are incorporated into a final Deliverable, the Contractor grants the Client a perpetual, worldwide, non-exclusive licence to use those materials to the extent reasonably necessary to use, modify and enjoy the final Deliverable for its intended purpose. Any material owned or licensed by a third party, including stock assets, fonts, software libraries, plugins, open-source software, licensed content, APIs or other third-party materials, shall remain subject to the applicable third-party licence or terms and shall not be included in the assignment except to the extent permitted by those terms. The Contractor shall, where reasonably practicable, identify any material third-party restriction known to the Contractor which materially affects the Client’s intended use of a Deliverable. The Contractor shall ensure that it has obtained from its employees, subcontractors and other persons engaged in creating the Deliverables all assignments, licences, permissions and consents reasonably necessary to enable the Contractor to grant the rights promised to the Client under this clause. Materials supplied by the Client shall remain the property of the Client or their respective owner. The Client grants the Contractor a limited licence to use such materials solely for the purpose of performing the Services. If project source or working files are included Project-specific source and working files created specifically for the Client and reasonably necessary to use or edit the final Deliverables shall be included in the Deliverables and provided following full payment, to the extent that the Contractor owns or controls those files. Delivery of such files does not transfer any Contractor Background Materials or third-party rights beyond the assignment or licences expressly granted by this clause. If project source or working files are excluded Project-specific source and working files are excluded from the Deliverables to the extent identified in the Applicable Schedule. The Contractor shall not be obliged to provide those excluded files merely because they were used in creating a final Deliverable. Preliminary concepts and rejected designs which are not identified as Deliverables remain excluded, as do the Contractor’s internal administration records, development environments and proprietary tools except to the extent expressly included in the Applicable Schedule. Subject to the Confidentiality and Data Protection clauses, the Contractor may display a final Deliverable for portfolio, marketing or educational purposes after that Deliverable has been made publicly available by or with the authority of the Client, unless the Parties have agreed otherwise in writing. Before the applicable rights have transferred, the Client shall not represent that it owns intellectual property rights which remain vested in the Contractor. Following full payment and transfer of the applicable rights, the Client may modify, adapt, reproduce, distribute, combine, translate or otherwise use the final Deliverables without further consent from the Contractor. To the extent permitted by law, the Contractor agrees not to assert moral rights so as to prevent such permitted use. If the client receives a licence rather than ownership All intellectual property rights owned by the Contractor in the Deliverables shall remain vested in the Contractor. Subject to full payment of all amounts properly due under the Applicable Schedule, the Contractor grants the Client a perpetual, non-exclusive, worldwide licence to use, reproduce, modify and adapt the final Deliverables for the purposes identified in that Schedule and for the Client’s ordinary business purposes. The licence does not transfer ownership of the Deliverables or any Contractor Background Materials. Contractor Background Materials means any pre-existing or independently developed material, software, code, template, tool, process, methodology, know-how, library, framework, system, technique or other reusable intellectual property of the Contractor. Any third-party materials incorporated into the Deliverables remain subject to the applicable third-party licence or terms. The Contractor shall ensure that it has obtained from its employees, subcontractors and other persons engaged in creating the Deliverables the rights and permissions necessary to grant the licence provided by this clause. Materials supplied by the Client shall remain the property of the Client or their respective owner. The Client grants the Contractor a limited licence to use such materials solely for the purpose of performing the Services. If project source or working files are included Project-specific source and working files created specifically for the Client and reasonably necessary to use or edit the final Deliverables shall be included in the Deliverables and provided following full payment, to the extent that the Contractor owns or controls those files. Those files are licensed to the Client on the same basis as the final Deliverables, subject to Contractor Background Materials and third-party rights. If project source or working files are excluded Project-specific source and working files are excluded from the Deliverables to the extent identified in the Applicable Schedule. The Contractor shall not be obliged to provide those excluded files merely because they were used in creating a final Deliverable. Preliminary concepts and rejected designs which are not identified as Deliverables remain excluded, as do the Contractor’s internal administration records, development environments and proprietary tools except to the extent expressly included in the Applicable Schedule. Subject to the Confidentiality and Data Protection clauses, the Contractor may display a final Deliverable for portfolio, marketing or educational purposes after that Deliverable has been made publicly available by or with the authority of the Client, unless the Parties have agreed otherwise in writing.

This Agreement shall commence on the date of the last signature and shall continue until terminated in accordance with this clause. Either Party may terminate this Agreement for convenience by giving the other Party Agreed termination notice period days’ written notice. Either Party may terminate an individual Schedule for convenience by giving the other Party Agreed termination notice period days’ written notice, unless a different notice period is expressly stated in that Schedule. Unless a notice expressly states otherwise, termination of this Agreement shall prevent the Parties from entering into further Schedules but shall not automatically terminate a Schedule already in progress. A Schedule which remains in progress following termination of this Agreement shall continue to be governed by the terms of this Agreement until that Schedule has been completed or separately terminated. Either Party may terminate this Agreement or an affected Schedule where the other Party commits a material breach and, where that breach is capable of remedy, fails to remedy it within fourteen (14) calendar days after receiving written notice identifying the breach and requiring it to be remedied. Where an undisputed payment remains unpaid for seven (7) calendar days after the Contractor has given written notice requiring payment, the Contractor may suspend the affected Services. If the undisputed payment remains unpaid for fourteen (14) calendar days after that notice, the Contractor may terminate the affected Schedule by written notice. Either Party may terminate an affected Schedule by written notice where performance of a material part of the Services has been prevented by circumstances falling within the Force Majeure provision of this Agreement for more than thirty (30) consecutive days. If a fixed early-termination charge is agreed If the Client terminates an active Schedule for convenience under this clause, and not because of a material breach by the Contractor or under the Force Majeure provisions, an agreed early termination charge of Agreed fixed early-termination charge shall become payable in addition to the other amounts properly due under this clause. The Parties agree that this charge is intended to reflect the commercial effect of capacity reserved for the Services and disruption caused by early convenience termination and is not intended to operate as a penalty. If a percentage early-termination charge is agreed If the Client terminates an active Schedule for convenience under this clause, and not because of a material breach by the Contractor or under the Force Majeure provisions, an agreed early termination charge equal to Agreed early-termination percentage% of the Fees attributable to Services under that Schedule which have not yet been performed at the effective date of termination shall become payable in addition to the other amounts properly due under this clause. The Parties agree that this charge is intended to reflect the commercial effect of capacity reserved for the Services and disruption caused by early convenience termination and is not intended to operate as a penalty. Upon termination of an Applicable Schedule, the Client shall pay: all Fees properly due for Services performed up to the effective date of termination; any third-party costs or expenses previously approved by the Client and properly incurred before termination; any reasonable and unavoidable third-party commitment entered into specifically for the Services before notice of termination which the Contractor cannot reasonably cancel, recover or use for another purpose; and any other amount that had accrued and become properly payable under that Schedule before termination, including any applicable agreed early termination charge under this clause. The Contractor shall give credit for all payments already received under the Applicable Schedule, including any Advance Payment, against the total amount properly due following termination, and shall take reasonable steps to cancel outstanding commitments, recover refundable costs and minimise further loss. The Contractor shall not recover the same loss or cost twice under this clause. Where payments already received under the Applicable Schedule exceed the amount properly due following termination, the Contractor shall refund the remaining balance to the Client within fourteen (14) calendar days after the amount due can reasonably be determined. Where the Client has paid in full for a completed Deliverable before termination, the Client shall remain entitled to receive that Deliverable together with any intellectual property rights or licence that would ordinarily arise upon payment under this Agreement. Termination shall not affect any accrued right or obligation or any provision which is expressly or by its nature intended to continue after termination.

The Client shall pay the Fees specified in each Applicable Schedule. Where an Applicable Schedule requires an Advance Payment, that Advance Payment shall be paid in cleared funds before the Contractor is required to commence the Services under that Schedule. The Advance Payment shall form part of, and be credited against, the Fees payable under that Schedule. Invoices shall be issued in accordance with the payment arrangements set out in the Applicable Schedule and shall be payable within Agreed invoice payment period days of the invoice date unless the Applicable Schedule expressly provides otherwise. If an undisputed amount remains overdue after its due date, the Contractor may give written notice requiring payment. If payment is not made within seven (7) calendar days after that notice, the Contractor may suspend the affected Services until payment is received. Where applicable to the transaction, the Contractor may charge statutory interest, statutory compensation and reasonable recovery costs available under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, as amended or replaced from time to time. All Fees are exclusive of VAT unless the Applicable Schedule expressly states otherwise. VAT shall be charged in addition where the Contractor is required by law to charge it. Unless expressly included in the Fees or otherwise stated in the Applicable Schedule, the Client shall reimburse reasonable third-party costs or out-of-pocket expenses incurred specifically for the Services only where those costs or expenses have been approved by the Client in writing in advance. The Contractor shall provide reasonable evidence of any separately charged third-party cost or expense upon request. The Contractor shall not be required to provide a final Deliverable, or transfer any intellectual property right which is conditional upon payment, until all amounts properly due in respect of that Deliverable under the Applicable Schedule have been received in cleared funds. Any partial delivery, preview, demonstration, testing access or draft version provided by the Contractor shall not of itself constitute a transfer of ownership or a waiver of the Contractor’s rights under this Agreement.