1.1 Professional Fees shall be fixed once a final Project Scope is agreed pursuant to clause 3 of the General Terms, subject to:
1.1.1 Errors and omissions of the Client being corrected;
1.1.2 Any changes in Project Scope or Services requested by you and which result in additional Services or time and materials being required, in such instance we shall inform you in advance before incurring;
1.1.3 Unavoidable increases in the cost to us in bought third party Software, Hardware, items, services or materials which shall be passed through as incurred and evidenced on request; and
1.1.4 Your existing System, IT Infrastructure and other technology being fully “installation ready”, defined as (but not limited to) the infrastructure being capable in performance, stability and available bandwidth or connectivity to be able to carry out the required Project Scope within the estimated timeframe, and without any configurations that obstruct the ability to pursue a Matrix247 standard or industry best practice process for completion of scoped works and Services.
1.2 Unless otherwise stated on the Order Form, the payment terms for the Project shall be as follows:
1.2.1 Projects under £5,000 (incl. VAT) in value may be invoiced on any day following the provision of any Services or Hardware related to a Project;
1.2.2 Projects over £5,000 (incl. VAT) in value, the Fees shall be paid as follows: 50% of all Fees (excluding Hardware Fees) will be invoiced on Contract formation and payable prior to Project Start Date; 40% of all Fees (excluding Hardware Fees) will be invoiced on completion of Project; 10% of all Fees (excluding Hardware Fees) will be invoiced 30 days after Project completion; and all Hardware Fees will be invoiced on Contract formation;
1.2.3 If Fees related to a Project, or any portion of them, have been agreed in an Order Form to be amortised across the Initial Period of related Products, then such payments will be taken by Direct Debit on a monthly basis in the amounts specified in the Order Form; and
1.2.4 Any payment to be made as a Direct Debit will be taken in the month following the month in which the invoice is sent, or if by BACS transfer within 30 days of the date of invoice.
1.3 We shall be entitled to charge for all work that we carry out for a TMO Audit, as detailed in the Order Form or charged at our standard hourly rate if not specified.
1.4 Quotes for labour associated with Projects, whether provided on a time and materials basis or not, are based on an eight-hour Working Day (8.30-5.00pm) and applying our standard hourly rate. We shall be entitled to charge a surcharge on our standard hourly rate for any Project to be provided outside of normal working hours.
1.5 Any dates quoted for provision of a Project are approximate only and the scheduling of our personnel to perform the Project is subject to availability.
1.6 Save for any volume scaling provisions in Appendices A and D, once purchased, Product and Software licences, and any Hardware, may not be cancelled or refunded for any reason.
1.7 In the event you terminate a Project other than as permitted under the General Terms you will remain liable to pay the applicable Professional Fees, as well as any other unpaid proportion of Fees which have been agreed to be amortised across the Initial Period of Products, as per paragraph 2.3 (Appendix B)
1.8 For Projects, all Professional Fees will be invoiced in 15-minute increments following the initial minimum increment of 1 hour.
2.1 Both parties agree to comply with the onboarding process set out in the Project Scope.
2.2 If we carry out a TMO Audit you:
2.2.1 Shall provide us with all reasonable assistance and access to System and premises to carry out the TMO Audit;
2.2.2 Warrant and represent that any information provided to us pursuant to that TMO Audit is, as far as you are aware, accurate and complete.
3. Acceptance Testing
3.1 For the avoidance of doubt, this section 3 applies only in respect of Projects covering implementation or onboarding of Products and Support, or other specified deliverables in a Project Scope (together the ‘Deliverables’).
3.2 Within 10 (ten) Working Days of completion or delivery of the Deliverables (or any part of them), you shall give notice to us:
3.2.1 That the Deliverables (or such part of them) do not conform substantially to their description in the applicable Project Scope, together with details of such non-conformance; or
3.2.2 That the Deliverables (or such part of them) are accepted.
3.3 If you fail to give notice in accordance with paragraph 2.1 (Project Terms) above, the Deliverables (or such part of them) shall be deemed to be accepted.
3.4 Subject to paragraphs 5 and 3.6 below, where any Deliverables are not accepted by you, we shall carry out any modifications of the Deliverables we deem necessary to correct the non-conformance at no additional charge to you and shall use reasonable endeavours to deliver the modified Deliverables to you within 10 (ten) Working Days of receipt of your notice.
3.5 Deliverables modified by Matrix247 and delivered to the Customer in accordance with paragraph 4 above, shall be subject to further acceptance testing in accordance with this section 3, provided that the Deliverables shall automatically be deemed to be accepted after the third iteration of such Deliverables has been delivered by us.
3.6 Once the Deliverables (or any part of them) have been accepted in accordance with this section 3, we shall have no further obligation under the Contract to provide any Project services in respect of the Deliverables (or such part of them). Any further modifications or services required must be agreed in a separate Contract