SOW and Professional Services
Terms and Conditions

1.0 General

Deliverables defined within the SOW are the only actions against which the consultant will work.
Provision of a Purchase order or any mail providing commercial cover / approval to start the works will be considered as acceptance of the SOW content and agreement of these terms.
Changes to deliverables post commencement will require a change request and should these fundamentally change the project then this may result in charges.
- Works done or commenced which are found to no longer be required due to discussed changes WILL still be chargeable.
- Changes requested may require re-design at additional cost and a new SOW and PO. This may include charges to backout work already completed.
Customer cancellations must be confirmed at least 48hrs prior to agreed commencement date, charges will apply for days impacted within the two day notification window (this means, cancel one day before and we charge you 1 day, cancel on the commencement day and we charge you two days).
It is the responsibility of the customer to ensure relevant logons, access and personnel are available as described in the SOW to support the delivery of the work. Failure to do so will result in delays which may affect the completion date and time.
- Extra hours worked as a result will be chargeable.
Authorised and appropriate contacts must be available during the delivery of the SOW to make decisions and provide direction or support with internal processes etc.
- Delays caused by the lack of access to customer staff may result in additional time and charges.
Failure to provide appropriate access or support which subsequently impacts the ability to deliver all deliverables described is not a viable reason for withheld payment (Consultants will advise if access is causing a risk to completion).
Larger deliverables or time and material works spanning multiple months will be billed at the end of each month on a communicated pro rata basis.
Reasonable endeavours will be made to secure sign off to SOW once completed. It is your responsibility to ensure that appropriate and authorised resource is available to review and sign off works completed.
- Failure to provide a signature following 2 days of chases for signature will be considered acceptance of delivery and invoices will be issued (unless issues with the delivery have been called out and are in discussion).
Onsite works may be subject to travel expenses and accommodation / sustenance which will be charged at cost.
Upon occasion it may be necessary to withdraw a resource from site at short notice, this will be avoided wherever possible but may occur. Re-schedule dates will be at the earliest possible convenience
Software or product provided (if not purchased via Hybrit) will be assumed as being licenced and in agreement with the vendor EULA. Breeches of EULA or licencing / use agreements as a result of actions taken by Hybrit staff under direction of the customer remain the responsibility of the customer.
Hybrit Professional Services neither implies or offers warranty above that provided with / by the product supplied.
Issues arising with the implemented SOW must be reported within 3 days of completion.
The customer warrants that all technologies impacted by the scope of the SOW are owned by the customer or that they have the rights to make and employ others to make changes to them.
Terms and Conditions listed within this document are subject to change.
Terms and conditions listed within this document may be enhanced by project specific Terms and Conditions listed as “Assumptions and Caveats” within the SOW document.
All prices quoted do not include VAT or T&E which will be charged at cost.
If project is delayed, HybrIT reserve the right to part bill based on time spent.
The cost is based upon the fulfilment of the Client Obligations by the agreed time.

1.1 Block Hours Specific Terms and Conditions

Block hours are sold upon occasion to customers wishing to have access to a reasonable endeavours retained support service but whom do not wish to enter into a full managed service contract.

Terms and Conditions listed here are in addition to terms raised in section 1 and specific to Block Hours. In the event of clashes between terms listed in 1.1 and section 1, when relating to Block hours, terms detailed in section 1.1 shall take precedence.

Block hours may be called off at any time during a 12 month period from date of purchase.
Block hours not used within 12 months of Purchase Order date are lost.
Support on a block hours contract is reasonable endeavours with no SLA or KPI applied to them.
Support provided will be solely for support of agreed existing BAU applications and products within HybrIT portfolio.
Block hours may also be used for the purpose of consultation or consultative design.
Block hours cannot be used for any element of the technical delivery of projects, development activities or implementation of new technologies to a business.
Minimum erosion and consumption of support time is 1 hour and 15 minute blocks thereafter.
Hours may be called off during business hours only and will not be used for out of hours, overtime or other premium timescales without an agreement on increased erosion rate. E.g. 2 hours billed per one hour worked.
Service Requests received will be assumed to be made by authorised users empowered to make the request and by association to approve the erosion of the Block Hours remaining.
Hours are eroded per head, per hour worked and not per incident, per hour.
SOW for block hours defines and details the support hours and technologies support is required for. Individual SOW’s will not be required for future work requests however, the terms and conditions within the SOW and this document will extend to the “Service Request tickets” which are raised to request support.

1.2 Time and Material Specific Terms and Conditions

Time and Materials scope of works are sold upon occasion to customers wishing to have access to consultancy resources but who have not engaged in a fixed price engagement with assured outcomes.

Terms and Conditions listed here are in addition to terms raised in section 1 and specific to Time and Materials engagements. In the event of clashes between terms listed in 1.2 and section 1, when relating to Time and Materials, terms detailed in section 1.2 shall take precedence.

Time and Materials SOW’s will document limited deliverables and outcomes, resources will have been aligned based on discussed needs.
Time allocated initially is not a guarantee of completion and works will stop upon erosion of funded time until a new PO has been raised.
- If HybrIT project co-ordination has not been secured, it is the responsibility of the customer to utilise the resources at the date and times booked.
In this scenario, time booked but not used will still be charged.
Minimum charging time is in half day blocks.
Time and materials SOW’s will contain limited deliverables or outcomes. The consultant will be assigned based on the discussion surrounding the work to be completed and will be appropriately skilled in the technologies.

2.0 Confidentiality

Each party shall keep confidential all information and documentation learned, created or used in the course of delivering this SOW.
Each party agrees that is shall not use any confidential information regarding the other party for any purpose other than the performance of its respective obligations or enforcing its rights.

3.0 Non Solicitation

Either party shall not (except with the prior written consent) during the term of this Agreement and for a period of twelve months thereafter, solicit the services of any staff of the other party who have been engaged in the provision of the Services or the management of this Agreement or any significant part thereof either as principal, agent, employee, independent contractor or any other form of employment or engagement other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of either party.