1. Acceptance of Conditions
The following Conditions apply to all forms development services provided by
Tidalfire unless alternative terms have been agreed in writing by an authorised
representative of Tidalfire. The Client shall be deemed to have accepted and
agreed to a Contract on these Conditions upon returning a completed Booking
Form or Purchase Order in response to a Proposal.
2. Supply of Services
2.1 In consideration of the Client’s payment of the Fees, Tidalfire shall supply
the Services to the Client.
2.2 Tidalfire shall supply the Services to the Client in accordance with the
Specification in all material respects.
2.3 Tidalfire warrants to the Client that the Services will be provided with
reasonable care and skill.
2.4 Tidalfire shall use all reasonable endeavours to meet any performance dates
specified in the Proposal, but any such dates shall be estimates and time shall
not be of the essence of the Contract.
2.5 Where the Client requires Tidalfire to provide training, support and
maintenance in relation to the Deliverables, both parties shall enter into a
separate support and maintenance agreement, the terms of which shall be agreed
between the parties. Tidalfire’s Standard Terms and Conditions for training
courses (a copy of which is available on request) shall apply to all training
provided to the Client.
3. Testing and Acceptance
3.1 Tidalfire shall supply the Deliverables for testing by the Client (“Acceptance
Tests”) in accordance with the Proposal.
3.2 Following delivery in accordance with clause 3.1, the Client shall carry out
Acceptance Tests within the timescale fixed in the Proposal, or if no timescale
has been agreed, within 14 days. If the Client fails to notify Tidalfire of any
error within this time limit, the Deliverables shall be deemed accepted by the
3.3 If the Client reasonably considers that the Deliverables provided materially
fail to conform to the Specification he shall promptly give written notice to
Tidalfire specifying the reasons for which he considers that the Deliverables
have so failed (the “Issue”). On receipt of this notice, Tidalfire shall, subject to
clause 3.4, free of charge to the Client, determine the causes for the Issue and
advise the Client of them, and shall then make such changes to the Deliverables
as may be reasonably necessary to achieve conformity with the Specification.
Following the making of such changes, the Client shall repeat or procure the
repetition of the review on the same terms as set out above in this clause.
3.4 Tidalfire shall be entitled to charge at its standard hourly rates in relation to
fixing any issue raised by the Client during testing which is:-
3.4.1 not reproducible or due to the Client’s misinterpretation of the
3.4.2 is caused by the act or omission of the Client.
3.5 The Deliverables (or any part of them) shall be deemed accepted if the
3.5.1 gives Tidalfire notice of acceptance;
3.5.2 fails without good reason to comply with its obligations in relation to the
Acceptance Tests; or
3.5.3 uses the Deliverables in a live production environment unless such use is
solely for the Acceptance Tests.
4.1 The Fees payable by the Client to Tidalfire for the Services are set out in the
Proposal and shall be invoiced on the date or dates specified in the Proposal.
4.2 The Client shall pay all invoices from Tidalfire within 30 days of the date of
4.3 The Client may pay the Fees by cheque or bank transfer. For identification
purposes please include Client name with all forms of payment.
4.4 The Fees do not include VAT which the Client shall pay in addition to the
Fees at the rate prevailing on the date of the invoice.
4.5 All sums payable by the Client under these terms shall be paid clear of any
deductions, withholdings, set offs or counterclaims.
4.6 Should the Client fail to make any payment in full on the due date under
these terms, Tidalfire may charge interest on the outstanding amount. Such
interest shall accrue on a daily basis at the rate of 4% above the base rate of
HSBC from time to time or such higher rate as may be permitted under the Late
Payment of Commercial Debts (Interest) Act 1998 from due date until the date
of payment, whether before or after judgement.