Professional Services Terms

These Professional Services Terms supplement the SFG20 Terms and Conditions for General Subscribers. In the event of any conflict these Professional Services Terms shall prevail in relation to the Services and any deliverables or output created as part of the Services (“Deliverables”).

1. Delivery of the Services. The Services shall be delivered on the dates and times agreed in a Statement of Work or otherwise as agreed between the parties. SFG20 shall not be liable for any failure or delay in delivery the Services or Deliverables to the extent such delay or failure is caused by: (a) any act or omission of the Subscriber or any of its agents, consultants or other suppliers; (b) a Force Majeure Event, being any event outside the reasonable control of either party affecting its performance of its obligations under these Professional Services Terms arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control, including acts of God, riots, war or armed conflict, acts of terrorism, acts of government, local government or regulatory bodies, fire, flood, storm or earthquake, disaster or any action taken by a third party in relation to any third party software; or (c) if, in the reasonable opinion of SFG20, (i) a health and safety issue arises at the Subscriber’s premises; or (ii) there is any harassment, threatening behaviour or other unwanted conduct directed at SFG20's personnel by the Subscriber or any of its employees, agents, or representatives, that prevents SFG20 from safely performing their duties on site (or virtually), in such circumstances, SFG20 shall not be in breach of these Professional Services Terms nor liable for any losses incurred by the Subscriber as a result of its performance being prevented or delayed; Where SFG20 reasonably considers that any of the forgoing has occurred, it may, upon written notice to the Subscriber, suspend or terminate the Services without liability. All charges accrued prior to such suspension or termination shall remain payable. The Deliverables shall be deemed to be accepted by the Subscriber upon the earlier of (a) the Subscriber communicating acceptance of a Deliverable; or (b) the Subscriber’s use of any Deliverable. Without prejudice to any other right or remedy it may have, SFG20 shall be allowed an extension of time to perform its obligations equal to the delay caused by the relevant circumstance; and entitled to payment of the charges despite its performance being prevented or delayed; and entitled to recover any losses, including additional costs, incurred as a result of the relevant circumstance.
2. SFG20’s responsibilities. SFG20 shall: (a) use reasonable endeavours to provide the Services and Deliverables to the Subscriber in accordance with these Professional Services Terms in all material respects; (b) perform the Services with reasonable skill and care; (c) use reasonable endeavours to meet any performance dates agreed between the parties, but these dates are estimates only. Time is not of the essence for the performance of any of SFG20's obligations in these Professional Services Terms; and (d) maintain all licences, consents and permissions needed to supply the Services in accordance with these Professional Services Terms, excluding any licences, consents and permissions that the Subscriber is expressly responsible for maintaining under these Professional Services Terms or should reasonably be responsible for maintaining.
3. Subscriber’s obligations. The Subscriber shall: (a) co-operate with SFG20 in all matters relating to the Services; (b) provide SFG20, its employees, agents and subcontractors with such access to the Subscriber’s premises, facilities, equipment and systems as is reasonably required by SFG20 for the purpose of performing the Services; (c) provide SFG20, in a timely manner, with all documents, data, information and materials reasonably required by SFG20 to provide the Services, and ensure that they are accurate and complete in all material respects; (d) obtain and maintain all licences, consents and permissions that are necessary to enable SFG20 to provide the Services; (e) provide clear and prompt feedback on draft Deliverables; (f) respond promptly to any reasonable requests from SFG20 for instructions or approvals required to provide the Services; and (g) attend all relevant meetings in relation to the performance of the Services. The Subscriber shall co-operate to resolve any performance-related issues in relation to the provision of the Services.
4. Charges. Charges for the Services shall be as set out in the Statement of Work. The Subscriber shall pay the charges to SFG20: (a) in pounds sterling (£); and (b); within 30 days from receipt of invoice. Invoices shall be raised in accordance with the Statement of Work or in the absence of any such terms, monthly in arrears. Any charges are exclusive of VAT and all other taxes shall be payable by the Subscriber at the rate and in the manner prescribed by law. In the event of overdue payment, interest shall accrue on charges at the rate of 8% plus the current Bank of England base rate. The Subscriber agrees to reimburse SFG20 for all reasonable costs incurred in the collection of overdue charges by the Subscriber which shall be added to any existing charges plus VAT.
5. IPR. All IPR in the Deliverables are and shall remain the property of SFG20 or its licensors. SFG20 grants the Subscriber, upon full payment of any Charges due under the Agreement, a personal, nontransferable, nonexclusive, non-sublicensable, limited license, to use the Deliverables solely for the Subscriber’s own internal business for the term of the Agreement. The Subscriber (a) hereby grants to SFG20 a fully paid-up, non-exclusive, royalty-free licence to use the Subscriber’s IPR in documents, information, items and materials provided to SFG20 under this Agreement; and (b) shall indemnify and keep indemnified SFG20 against, and hold it harmless from, all claims, liabilities, costs (including reasonable legal fees and disbursements) expenses, demands or damages brought or made against or incurred by SFG20 pursuant to any claim by a third party that any intellectual property, information, material and/or data supplied by or on behalf of the Subscriber and used or processed by SFG20 or any of its sub-contractors in connection with the Agreement or Services infringes the intellectual property of any third party.
6. Non-solicitation. The Subscriber shall not, without the prior written consent of SFG20, at any time during the term of the Agreement or from the expiry of six (6) months after the termination or expiry of this Agreement, solicit or entice away from SFG20 or employ or attempt to employ any person who is, or has been, engaged as an employee or worker of SFG20 in the provision of the Services to the Subscriber.
7. Confidentiality: The provisions of the main Agreement shall apply in respect of confidentiality provided that the definition of Confidential Information, shall be deemed to include any information shared by either SFG20 or the Subscriber in connection with the Services that would reasonably be considered confidential or is designated as confidential.