Terms and Conditions
These Terms and Conditions ("Agreement") govern the provision of professional services, software development, licensing, support, and related deliverables by TABLELOOP LTD ("Supplier", "we", "us") to clients ("Client", "you"). They apply when referenced in a proposal, statement of work, order form, or other contract document signed or accepted by both parties.
TABLELOOP LTD specialises in digital library solutions, library software development, archive management software, archive digitization platforms, library automation systems, and archival data management. These Terms address commercial, technical, legal, and operational aspects of such engagements within England and Wales.
Clients may include universities, public library authorities, museums, corporate archives, government bodies, and other institutions. Each engagement is documented in a Statement of Work ("SOW") specifying scope, deliverables, timetable, fees, and any deviations from this Agreement.
1. Definitions
"Deliverables" means software, documentation, configurations, reports, and other items specified in the SOW.
"Intellectual Property Rights" means patents, copyright, moral rights, trademarks, design rights, database rights, trade secrets, and similar protections worldwide.
"Services" means consulting, design, development, integration, testing, training, support, and maintenance as described in the SOW.
"Acceptance Criteria" means objective tests and specifications used to determine whether Deliverables meet agreed requirements.
2. Contract Formation
This Agreement takes effect upon Client acceptance of a proposal referencing these Terms, execution of an order form, or commencement of Services with written confirmation.
Pre-contract discussions, demonstrations, and estimates are non-binding unless expressly stated otherwise.
Conflicts between documents are resolved in order of precedence stated in the SOW, typically: executed SOW, these Terms, then general specifications.
3. Scope of Services
Supplier will perform Services with reasonable skill and care consistent with professional standards for library software development.
Services exclude content digitisation labour, hardware procurement, third-party licence fees, and client internal change management unless explicitly included.
Supplier may recommend third-party products; Client contracts separately unless Supplier is authorised agent in writing.
4. Client Obligations
Client shall provide timely access to stakeholders, existing systems, sample data, test environments, and decisions necessary for progress.
Client warrants it has rights to provide materials and that personal data supplied complies with UK GDPR, including valid notices and lawful bases.
Delays caused by Client may extend timelines and increase fees on time-and-materials engagements.
5. Project Governance
Parties shall nominate project managers with authority to approve change requests, accept milestones, and escalate issues.
Regular status meetings, RAID logs, and milestone reviews are recommended for complex archive management deployments.
6. Change Control
Changes to scope, specifications, or assumptions require a written change request describing impact on cost and schedule.
Supplier is not obliged to implement changes until authorised. Emergency security fixes may be implemented with retrospective documentation.
7. Fees and Payment
Fees are stated in pounds sterling unless otherwise agreed. Fixed-price SOWs specify milestone payments; time-and-materials engagements bill monthly in arrears.
Invoices are due within thirty days unless stated otherwise. Late payments accrue interest at eight percent above Bank of England base rate under the Late Payment of Commercial Debts Act.
Client bears bank charges, VAT, and withholding taxes except where Supplier is legally required to collect VAT.
Supplier may suspend Services for overdue undisputed amounts after fourteen days written notice.
8. Expenses
Reasonable travel and subsistence incurred with prior approval are reimbursed at cost with receipts.
9. Taxes
Fees exclude VAT, which is added where applicable. Client provides valid tax identifiers required for invoicing.
10. Intellectual Property
Unless the SOW states otherwise, Supplier retains ownership of pre-existing materials, frameworks, libraries, methodologies, and generic components ("Background IP").
Upon full payment, Client receives a perpetual, non-exclusive, non-transferable licence to use Deliverables for internal institutional purposes specified in the SOW.
Custom source code ownership may be assigned or exclusively licensed if expressly purchased and documented.
Client grants Supplier a licence to use Client materials solely to perform Services.
11. Software Licensing
Licensed software is subject to usage limits, environment restrictions, and prohibitions on sublicensing except to Client affiliates supporting the same institution.
Open-source components are used in compliance with respective licences; notices are provided in documentation.
Client shall not reverse engineer except as permitted by non-waivable statutory rights.
12. Acceptance Testing
Supplier notifies Client when a Deliverable is ready for acceptance testing. Client shall test within the period specified in the SOW, default fourteen business days.
Client shall provide written acceptance or a detailed defect report. Defects are classified as critical, major, or minor per agreed definitions.
Supplier shall remedy reported critical and major defects within reasonable time. Acceptance occurs when criteria are met or deemed acceptance applies after silence following retest opportunity.
13. Warranties
Supplier warrants Services will be performed with reasonable skill and care and Deliverables will materially conform to Acceptance Criteria for ninety days after acceptance ("Warranty Period").
Warranty excludes defects caused by Client modifications, misuse, third-party integrations not approved by Supplier, or use outside specified environments.
Exclusive remedy for breach of warranty is re-performance or correction at Supplier expense, or refund of fees for the non-conforming Deliverable if correction is not commercially practicable.
14. Disclaimer
Except as expressly stated, Supplier disclaims all other warranties, including implied merchantability and fitness for particular purpose, to the extent permitted by law.
Supplier does not warrant uninterrupted operation of third-party hosting or catalogue data accuracy supplied by Client.
15. Limitation of Liability
Nothing limits liability for death or personal injury from negligence, fraud, fraudulent misrepresentation, or other liability that cannot be limited under English law.
Subject thereto, neither party is liable for indirect or consequential loss, loss of profits, revenue, goodwill, or data, except for breach of confidentiality or Client IP indemnity obligations.
Supplier's aggregate liability arising from an SOW shall not exceed the fees paid or payable under that SOW in the twelve months preceding the claim, except for confidentiality breaches or IP infringement indemnities capped at twice that amount unless the SOW specifies otherwise.
16. Indemnity
Client shall indemnify Supplier against claims arising from Client materials, unlawful instructions, or breach of data protection law in materials supplied.
Supplier shall indemnify Client against third-party claims that Deliverables infringe UK intellectual property, provided Client notifies promptly, allows control of defence, and does not admit liability.
17. Confidentiality
Each party shall protect the other's confidential information using at least the same care as its own, and not less than reasonable care, and use it only to perform the Agreement.
Confidentiality survives termination for five years, or indefinitely for trade secrets.
18. Data Protection
Parties shall comply with UK GDPR and Data Protection Act 2018. Roles are defined in the SOW or DPA.
Where Supplier processes personal data on Client instructions, Article 28 terms apply including subprocessor controls, assistance with data subject requests, and breach notification without undue delay.
Security measures are proportionate to risks including encryption, access management, and secure development lifecycle practices.
19. Information Security
Supplier maintains administrative, physical, and technical safeguards appropriate to library systems processing catalogue and patron data.
Client is responsible for user provisioning, password policies, and endpoint security on Client-controlled devices.
20. Service Levels and Support
Support terms, response targets, and hours of coverage are defined in support schedules attached to the SOW.
Planned maintenance windows and exclusions for force majeure or Client-caused issues apply as specified.
21. Hosting and SaaS
Where Supplier hosts software, uptime commitments, backup frequency, disaster recovery objectives, and data location are documented.
Client data remains Client property. Upon termination, Supplier assists with export in standard formats for a fee if not included.
22. Subcontractors
Supplier may use qualified subcontractors remaining responsible for their performance and bound by equivalent confidentiality and data protection obligations.
23. Non-Solicitation
During the Agreement and twelve months thereafter, neither party shall solicit for employment key personnel exclusively assigned to the engagement without consent, except via general advertisements.
24. Force Majeure
Neither party is liable for delay or failure due to events beyond reasonable control including natural disasters, war, terrorism, pandemic restrictions, government actions, or critical infrastructure failure, provided notice is given and mitigation attempted.
25. Insurance
Supplier maintains professional indemnity and public liability insurance at commercially reasonable levels and provides certificates on request.
26. Audit Rights
Client may audit compliance with data processing obligations upon reasonable notice, no more than annually, subject to confidentiality and minimal disruption.
27. Publicity
Neither party shall use the other's name or logo in marketing without prior written approval, except for mandatory legal disclosures or portfolio references agreed in writing.
28. Assignment
Neither party may assign the Agreement without consent, except Supplier may assign to an affiliate or in connection with a merger provided obligations are assumed.
29. Sub-Licensing and Transfer
Client may not transfer licences to unrelated third parties without consent. Insolvency events may trigger termination and escrow release if applicable.
30. Termination
Either party may terminate for material breach not remedied within thirty days of notice, or for insolvency events.
Client may terminate for convenience on written notice subject to payment for work performed and non-cancellable commitments.
Upon termination, Client pays outstanding fees; Supplier delivers work-in-progress and assists with transition as agreed.
31. Consequences of Termination
Licences to Background IP survive; Deliverable licences survive if paid. Confidentiality, liability limits, and dispute provisions survive.
Return or destruction of confidential information occurs within thirty days except archival backups on secure cycle.
32. Dispute Resolution
Parties shall attempt good-faith negotiation between project directors, then senior executives, before formal proceedings.
If unresolved within thirty days, parties may mediate under CEDR Model Mediation Procedure. Mediation costs shared equally unless agreed otherwise.
If mediation fails, courts of England and Wales have exclusive jurisdiction unless the SOW specifies arbitration for defined technical disputes.
33. Governing Law
This Agreement is governed by the laws of England and Wales.
34. Notices
Notices must be in writing to addresses in the SOW or 82a James Carter Road, Mildenhall, United Kingdom, IP28 7DE, or to help@tableloop.work for operational notices. Email suffices unless statute requires otherwise.
35. Entire Agreement
This Agreement, SOW, DPA, and referenced schedules constitute the entire agreement and supersede prior discussions.
36. Amendments
Amendments must be in writing signed by authorised representatives.
37. Severability
Invalid provisions are severed; remainder continues in effect. Parties negotiate replacement reflecting original intent.
38. Waiver
Failure to enforce a provision is not a waiver of future enforcement.
39. Third-Party Rights
Contracts (Rights of Third Parties) Act 1999 does not confer rights on third parties except expressly stated affiliates.
40. Counterparts
Agreement may be executed in counterparts and electronic signatures are valid.
41. Detailed Provisions for Library Software Development
The following provisions apply specifically to engagements involving custom library applications, integrated library systems, metadata migration, and archive digitization platforms.
41.1 Metadata and Catalogue Standards
Supplier aligns implementations with agreed standards such as MARC, Dublin Core, EAD, or institutional profiles documented in the SOW.
Parties shall document decisions affecting metadata and catalogue standards in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.2 Migration Methodology
Data migration includes profiling, mapping, trial loads, validation reports, and cutover planning. Client validates sample records before production migration.
Parties shall document decisions affecting migration methodology in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.3 Digitisation Workflows
Where Supplier configures digitisation platforms, specifications cover image formats, OCR settings, quality control checkpoints, and storage tiers.
Parties shall document decisions affecting digitisation workflows in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.4 Patron Privacy
Patron-facing modules implement access controls, audit logging, and retention consistent with Client privacy policies and UK GDPR.
Parties shall document decisions affecting patron privacy in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.5 Accessibility
Supplier targets WCAG 2.1 Level AA for public interfaces where specified, documenting known exceptions and remediation roadmaps.
Parties shall document decisions affecting accessibility in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.6 Performance Benchmarks
Load testing targets for concurrent searches, checkout transactions, or batch imports are defined before acceptance testing.
Parties shall document decisions affecting performance benchmarks in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.7 Integration Interfaces
APIs, SIP2, OAI-PMH, or other protocols are implemented per agreed specifications with versioning and deprecation policies.
Parties shall document decisions affecting integration interfaces in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.8 Documentation Deliverables
Technical documentation includes architecture diagrams, administrator guides, API references, and release notes in English unless otherwise agreed.
Parties shall document decisions affecting documentation deliverables in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.9 Training Services
Training sessions cover administrators and end users; materials and attendance records are provided. Additional sessions may be purchased separately.
Parties shall document decisions affecting training services in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.10 Source Code Escrow
If purchased, escrow deposits occur on release milestones with verification rights for Client beneficiaries upon defined trigger events.
Parties shall document decisions affecting source code escrow in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.11 Open Source Compliance
Bill of materials lists open-source components with licence types and attribution requirements.
Parties shall document decisions affecting open source compliance in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.12 Penetration Testing
Client may commission independent security testing with Supplier cooperation subject to reasonable scheduling and scope limits.
Parties shall document decisions affecting penetration testing in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.13 Business Continuity
Hosted services include backup restoration tests at intervals stated in the support schedule.
Parties shall document decisions affecting business continuity in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.14 Custom Reporting
Report templates and export formats are specified in the SOW; ad hoc report requests may be billed separately.
Parties shall document decisions affecting custom reporting in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
41.15 Localisation
Language packs and locale settings are in scope only if explicitly listed.
Parties shall document decisions affecting localisation in project change logs. Supplier is not responsible for deviations where Client approves exceptions in writing. Related dependencies, assumptions, and testing evidence shall be maintained in the project repository accessible to authorised Client stakeholders.
42. Order of Precedence and Interpretation
Headings are for convenience only. Words importing the singular include the plural and vice versa.
Ambiguities shall not be construed against the drafting party given mutual negotiation of commercial terms.
43. Contact
TABLELOOP LTD, 82a James Carter Road, Mildenhall, United Kingdom, IP28 7DE. Email: help@tableloop.work. Phone: +447446967065. Website: tableloop.work.
For website use terms, see terms-of-service.html. For personal data processing, see privacy-policy.html.
44. Records Management and Audit Trails
Archive management software Deliverables shall implement configurable audit trails capturing user identity, timestamp, action type, and record identifier for administrative actions where specified in the SOW.
Audit log retention periods, export formats, and administrator access controls shall align with Client records management policies and applicable regulatory retention requirements.
Supplier shall document known limitations of audit coverage, such as actions performed via direct database access outside application controls, in technical documentation.
45. Catalogue Indexing and Search Relevance
Search implementations shall support agreed query syntax, faceted navigation, and relevance tuning parameters documented in acceptance criteria.
Client shall provide representative search test cases including common patron queries, special characters, and non-Latin scripts where applicable to institutional collections.
Relevance adjustments following launch may be treated as enhancement requests unless baseline acceptance tests demonstrate failure against documented criteria.
46. Circulation and Patron Account Modules
Circulation modules integrating with self-service kiosks or external payment gateways require separate security review and PCI scope analysis where card data transits Supplier-controlled components.
Patron account self-service features shall respect Client policies on password reset, account merging, and deletion requests under UK GDPR.
Loan rules, fine calculations, and hold queue logic shall be validated against Client-provided policy matrices before user acceptance testing sign-off.
47. Digital Object Storage and Preservation
Digitised master files, derivatives, and checksum manifests shall be stored according to tier definitions in the SOW, including backup frequency and geographic redundancy.
Format migration and obsolescence monitoring for long-term preservation are out of scope unless explicitly purchased as managed preservation services.
Client retains responsibility for storage costs of third-party object stores billed directly to Client accounts unless Supplier acts as reseller under separate agreement.
48. Role-Based Access and Federation
Role definitions, permission matrices, and segregation of duties requirements shall be signed off before configuration of production authorization models.
Single sign-on integrations using SAML or OpenID Connect depend on timely provision of metadata, certificates, and test identities by Client identity teams.
Supplier shall implement least-privilege defaults in administrative interfaces and document procedures for emergency break-glass access.
49. API Governance and Versioning
Public or partner APIs shall include version identifiers, deprecation timelines, and change notification processes agreed in interface control documents.
Breaking changes require major version increments and minimum notice periods specified in the SOW unless emergency security patching necessitates expedited deployment.
Rate limiting, authentication mechanisms, and API key rotation procedures shall be documented for Client integration teams.
50. Content Security and Upload Controls
Where Deliverables accept file uploads, Supplier shall implement size limits, type validation, and malware scanning approaches specified in security schedules.
Client is responsible for content moderation policies for patron-contributed metadata or community tagging features if enabled.
Supplier disclaims liability for offensive or unlawful content uploaded by end users except where failure to implement agreed controls constitutes breach of warranty.
51. Disaster Recovery and Business Continuity Testing
Hosted service recovery time and recovery point objectives shall be stated in support schedules and verified through periodic restoration exercises.
Client shall participate in scheduled failover tests where Client-side DNS or identity provider configuration affects recovery procedures.
Exclusions apply to disasters affecting multiple regions simultaneously beyond commercially reasonable redundancy architectures.
52. Professional Services Day Rates and Caps
Time-and-materials professional services are billed at day rates in the SOW, with partial days rounded to nearest half day unless otherwise stated.
Monthly caps on billable days may be agreed to control spend; Supplier shall notify Client when seventy-five percent of a cap is reached.
Travel time to Client sites within the United Kingdom may be billable at fifty percent of standard day rate when approved in advance.
53. Milestone Billing and Holdbacks
Fixed-price milestones may include holdback percentages released upon final acceptance or expiry of warranty periods as financial security for defect remediation.
Disputed milestone invoices shall identify specific deliverables contested; undisputed portions remain payable on original due dates.
Supplier may pause work on subsequent milestones if undisputed prior invoices remain overdue beyond contractual cure periods.
54. Open Source Software Policy
Supplier shall not incorporate copyleft licences affecting Client proprietary modules without prior written approval and licence conflict analysis.
Open source attribution files shall be delivered with each release containing licence texts and copyright notices required for distribution.
Client requests to replace open source components for policy reasons may be scoped as change requests with associated effort estimates.
55. Accessibility Conformance Reporting
Accessibility test reports shall document evaluation methods, standards applied, known defects, and remediation priorities for public-facing interfaces in scope.
Client content embedded in interfaces, such as scanned images without alt text, remains Client responsibility unless content remediation services are purchased.
Periodic re-testing after major releases may be included in support plans or billed separately depending on support tier.
56. Performance Testing and Capacity Planning
Load test scripts shall simulate agreed concurrent user counts, transaction mixes, and batch job schedules representative of Client operations.
Infrastructure sizing recommendations following load tests are advisory; Client provisioning of production hardware or cloud capacity remains Client obligation unless managed hosting is purchased.
Performance regressions introduced by Client customisations or third-party plugins after acceptance are excluded from warranty unless support agreement covers investigation.
57. Data Anonymisation for Non-Production Environments
Supplier shall apply anonymisation or synthetic data generation techniques for non-production environments when live patron data is prohibited by Client policy.
Anonymisation scope, field mappings, and verification sampling methods shall be documented before first deployment to staging systems.
Re-identification risk assessments for anonymised datasets remain Client responsibility where datasets combine multiple sources outside Supplier control.
58. Export and Interoperability Formats
Upon termination or on schedule, Supplier shall export Client data in agreed structured formats such as MARC XML, CSV, or JSON alongside relational database dumps where applicable.
Export assistance beyond included hours is available at standard professional services rates with estimated effort provided in advance.
Supplier is not obliged to export into proprietary formats owned by third-party vendors unless conversion utilities were delivered as part of the project.
59. Ethical Use and Acceptable Content Policies
Client shall not use Deliverables to process unlawful material, infringe copyright at scale, or circumvent digital rights management except as permitted by law.
Supplier may suspend hosted services upon credible notice of unlawful use pending investigation and cooperation with lawful authority requests.
Institutional policies on restricted collections and embargoes shall be configured by Client administrators using tools provided in Deliverables.
60. Staff Augmentation and Embedded Resources
Embedded Supplier personnel working under Client direction remain Supplier employees or contractors; no employment relationship with Client is created.
Intellectual property in work product created by embedded resources follows Deliverable ownership terms unless SOW assigns ownership of specified outputs.
Client shall provide safe working conditions and equipment for embedded resources working on Client premises.
61. Benchmarking and Competitive Use Restrictions
Client shall not publish benchmark results comparing Deliverables to competing products without Supplier review for accuracy and completeness of test methodology.
Supplier may publish anonymised aggregate performance statistics that do not identify Client without prior approval.
Benchmarking clauses do not restrict Client internal evaluation for procurement decisions.
62. Regulatory Compliance Assistance
Supplier provides reasonable assistance for Client compliance audits related to Supplier-controlled processing activities, subject to confidentiality and scheduling constraints.
Supplier does not provide legal advice; Client shall consult qualified counsel on regulatory interpretations affecting institutional library operations.
Compliance with sector-specific frameworks such as NHS data security standards applies only where explicitly scoped and priced.
63. Environmental and Sustainability Reporting
Where Client requests carbon footprint estimates for hosted services, Supplier shall provide available data centre efficiency metrics from infrastructure providers without warranty of completeness.
On-premise deployment options may be recommended where Client sustainability policies prioritise owned hardware lifecycle management.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.
Notices under these Terms and Conditions are valid when sent to registered addresses or designated email inboxes specified in the contract schedule.
Supplier personnel assigned to on-site discovery workshops shall comply with Client site rules, health and safety policies, and badge requirements communicated in advance.
Where Deliverables integrate with legacy integrated library systems, Client shall provide sandbox credentials, schema documentation, and a designated technical liaison for integration testing.
Batch migration windows for catalogue records shall be scheduled outside peak patron hours unless Client expressly accepts operational risk in writing.
Supplier may deliver interim releases for user acceptance testing; interim releases are not production-ready until formal acceptance is recorded.
Client shall maintain segregated test datasets that do not contain live special category data unless a data protection impact assessment confirms appropriate safeguards.
Custom report specifications shall include field definitions, filters, sort orders, export formats, and role visibility before development commences.
Supplier is not liable for catalogue inconsistencies arising from source data quality, legacy cataloguing practices, or incomplete metadata supplied by Client.
Third-party API rate limits, catalogue vendor maintenance, or cloud provider outages may affect integrations; Supplier shall use reasonable efforts to design resilient retry logic.
Training attendance lists and materials constitute Deliverables where training is in scope; Client shall distribute materials only within the licensed institution.
Escalation contacts for severity-one production incidents shall be documented in the support schedule with twenty-four-hour contact paths where premium support is purchased.
Client shall not remove proprietary notices, licence files, or attribution statements embedded in Deliverables except where open-source licences permit modification with preserved notices.
Supplier may reference anonymised performance metrics from non-production load tests in internal quality assurance records without identifying Client unless approved.
Fixed-price engagements assume no more than two rounds of consolidated defect remediation per milestone unless change control authorises additional cycles.
Client-supplied branding assets, fonts, and style guides shall be provided in editable formats with usage rights confirmed before UI implementation.
Where Supplier hosts environments in the United Kingdom, data residency commitments are documented; cross-border replication requires explicit SOW authorisation.
Change requests submitted after baseline sign-off are evaluated for impact on delivery timeline, cost, and technical dependencies before acceptance.
Acceptance testing periods commence upon written notice that a deliverable is ready for review; silence beyond the agreed period may constitute deemed acceptance.
Source code escrow arrangements, where agreed, specify release conditions, deposit frequency, and verification rights for client beneficiaries.
Service credits for measurable downtime apply only where a supported service level agreement is in force and exclusions such as planned maintenance apply.
Client obligations to maintain compatible infrastructure, provide timely feedback, and nominate authorised decision-makers are material conditions precedent to delivery.
We may subcontract specialised tasks such as optical character recognition calibration provided subcontractors are bound by equivalent confidentiality duties.
Force majeure events include industrial action, utility failures, and government restrictions; affected obligations are suspended for the duration of the event.
Confidential information excludes data that is public without breach, independently developed, or lawfully received from third parties without restriction.
Post-termination assistance for data export may be purchased separately on time-and-materials terms if not included in the original scope.
Dispute escalation begins with operational management review before formal mediation under the Centre for Effective Dispute Resolution model procedures.
Intellectual property in pre-existing tools, frameworks, and methodologies remains ours; clients receive licences necessary to use deliverables as intended.
Warranty remedies for software defects may include correction, workaround, or refund of fees attributable to the defective module where correction is impracticable.
Clients must not reverse engineer licensed components except where statutory rights under applicable law cannot be contractually restricted.
Insurance certificates evidencing professional indemnity and cyber coverage are available upon reasonable request during active engagements.