Daily Rate Development Terms of Business

IMPORTANT: These terms and conditions apply to work being carried out by HamTEK on Daily Rate Development terms of business.

1. Definitions and Interpretation

1.1 In these terms of business (“Terms”), the following words and phrases shall have the following meanings unless the context otherwise requires:

“Hamtek” means HamTEK Ltd and any person who is employed by or contracted to HamTEK Ltd.

“We”, “Us”, “Our” mean HamTEK Ltd.

“You”, “The Client” means the company, partnership, organisation, or individual for which the Project is being undertaken or quoted.

“Project” means the totality of work to be undertaken by Hamtek for the Client on a daily rate basis, as described in the Engagement Letter.

“Engagement Letter” means the written document issued by Hamtek or agreed between the parties setting out the scope of the Project, the Daily Rate, the Work Schedule, and any other specific terms applicable to the engagement.

“Requirements” means the items of work, tasks, or objectives to be carried out by Hamtek during the Project, as described in the Engagement Letter or as otherwise agreed in writing.

“Daily Rate” means the charge, expressed as a cost per day per person, that Hamtek charges for work carried out on the Project. The applicable rate will be as stated in the Engagement Letter. A minimum charge of half a day will be incurred for each person who carries out any work during that day.

“Work Schedule” means the agreed working days and pattern when Hamtek will be available to the Client, as set out in the Engagement Letter.

“Part” means any item including hardware, software, product, or functional element of a system.

“Equipment” means items used while working on the Project or being transported before or after the Project.

“Deliverables” means any tangible or intangible outputs produced by Hamtek during the Project.

“Communicated” means correspondence by electronic mail or postal letter in any direction between the Client and Hamtek.

1.2 References to “in writing” include email.

1.3 Headings are for convenience only and shall not affect the interpretation of these Terms.

2. Application and Formation of Contract

2.1 These Terms apply when Hamtek undertakes a contract to perform work on a Daily Rate basis. They do not apply to fixed cost projects (which are governed by our Fixed Cost Terms of Business), to the sale of products (which is governed by our Terms and Conditions of Sale), or to repair and modification services (which are governed by our Repair and Modification Terms and Conditions).

2.2 A binding contract is formed when the Client accepts an Engagement Letter in writing. By accepting an Engagement Letter, the Client agrees to be bound by these Terms.

2.3 In the event of a conflict between these Terms and the Engagement Letter, the Engagement Letter shall prevail to the extent of the conflict.

2.4 These Terms shall override and take the place of any other terms and conditions in any document or communication used by the Client.

3. Scope and Working Arrangements

Scope of work

3.1 Before work commences, the Client shall provide sufficient information for Hamtek to understand the tasks required. Work will be carried out on a best-effort basis, applying reasonable care and skill, based on the information and Requirements provided by the Client.

3.2 The scope of the Project may evolve during the engagement. Any material changes to the Requirements or scope should be agreed in writing between the parties. The daily rate nature of the engagement means that Hamtek is compensated for time spent rather than for achieving a specific outcome, unless the Engagement Letter expressly states otherwise.

Working hours and location

3.3 Hamtek will carry out work in accordance with the agreed Work Schedule.

3.4 Normal working hours are 7.5 hours per day at times agreed with the Client.

3.5 Work will normally be carried out away from the Client’s site(s) unless the nature of the work or resource availability make this impractical.

3.6 Where on-site attendance is required by the Client, this must be agreed in advance and will be subject to Hamtek’s availability. Additional travel and accommodation costs will be invoiced in accordance with clause 4.

Equipment and IT

3.7 Hamtek may need to use or borrow Equipment from the Client as agreed, to carry out the work required.

3.8 Where the Client provides Equipment or materials to Hamtek for use during the Project, Hamtek will take reasonable care of such items while in its possession. Hamtek’s liability for loss of or damage to the Client’s Equipment while in Hamtek’s custody shall be limited to the lesser of the market value of the item at the time it was provided or the cost of repair.

3.9 Hamtek shall not be liable for loss of or damage to the Client’s Equipment caused by events outside Hamtek’s reasonable control.

3.10 Where the Client requires Hamtek to access the Client’s network, systems, or data, Hamtek will provide and manage its own IT equipment configured to the Client’s instructions.

Client responsibilities

3.11 Hamtek shall not be liable for delays or additional costs arising from defective, unavailable, or inadequate Equipment, data, or information supplied by the Client.

3.12 Hamtek shall not be liable for issues arising from access limitations, network restrictions, or client-side IT failures that are outside Hamtek’s control.

3.13 The Client shall provide Hamtek with such access, information, and cooperation as Hamtek reasonably requires to carry out the work.

4. Billing and Expenses

Daily rate charges

4.1 All charges quoted by Hamtek are exclusive of VAT, which will be charged at the applicable rate.

4.2 Time will be billed in accordance with the agreed Work Schedule at the agreed Daily Rate.

4.3 Hamtek may change the Daily Rate by giving the Client at least one calendar month’s written notice. The revised rate will apply to all work carried out from the effective date of the change.

Work schedule changes

4.4 Both Hamtek and the Client agree to give at least one calendar month’s written notice for any changes to the agreed Work Schedule that would affect fees payable.

4.5 If the Client cancels or reduces any agreed Work Schedule without providing the full notice period, Hamtek may invoice the cancelled days at 50% of the Daily Rate, representing loss of reserved capacity.

Travel and expenses

4.6 Travel time to and from the Client’s site(s) will be billable at an hourly rate equal to the agreed Daily Rate divided by 7.5, rounded up to the nearest half hour.

4.7 Travel by car will be billed at the prevailing HMRC approved mileage rate (currently £0.45 per mile). This rate will be updated automatically in line with any changes to the HMRC approved rate.

4.8 Reasonable out-of-pocket expenses (including accommodation, subsistence, and public transport fares) incurred with the Client’s prior approval will be invoiced at cost. Hamtek will provide receipts or other evidence of expenditure on request.

Parts and components

4.9 Any component parts required to undertake the work must be either supplied by the Client or will be sourced by Hamtek and invoiced to the Client at cost. Hamtek will seek the Client’s approval before incurring expenditure on parts.

5. Payment

5.1 All fees will be invoiced monthly in arrears.

5.2 Invoices are payable within 30 days of the date of issue.

5.3 If the Client fails to make payment when due, Hamtek reserves the right to charge interest on the overdue amount at the rate of four per cent per annum above the base rate from time to time of the Bank of England, calculated on a day-to-day basis from the due date until the date of actual payment, whether before or after any judgement.

5.4 Hamtek’s right to charge interest under clause 5.3 is without prejudice to any other rights or remedies available to Hamtek, including the right to suspend work under clause 8.

6. Intellectual Property

Ownership of Deliverables

6.1 Subject to clauses 6.3 and 6.4 and to payment of all sums due under the contract, all intellectual property rights in Deliverables created by Hamtek specifically for the Client during the Project shall be assigned to the Client.

6.2 The assignment in clause 6.1 shall take effect progressively as each monthly invoice is paid in full. Until payment is received, Hamtek retains all intellectual property rights in the Deliverables attributable to the unpaid period.

Hamtek’s pre-existing IP and tools

6.3 Nothing in these Terms assigns to the Client any intellectual property rights in Hamtek’s pre-existing intellectual property, including methodologies, tools, libraries, routines, templates, know-how, or other materials that existed prior to the Project or that were developed independently of the Project (“Hamtek Background IP”).

6.4 Where any Deliverable incorporates or is dependent upon Hamtek Background IP, Hamtek grants the Client a non-exclusive, perpetual, royalty-free licence to use that Hamtek Background IP solely to the extent necessary to use the Deliverables for their intended purpose.

Client’s IP

6.5 All intellectual property rights in any materials, designs, specifications, or other information provided by the Client to Hamtek for the purposes of the Project (“Client Materials”) shall remain the property of the Client.

6.6 The Client grants Hamtek a non-exclusive licence to use the Client Materials solely for the purpose of performing the Project.

6.7 The Client warrants that it has the right to provide the Client Materials to Hamtek and that their use by Hamtek in performing the Project will not infringe the intellectual property rights of any third party. The Client shall indemnify Hamtek against any claims arising from a breach of this warranty.

Third-party IP

6.8 Where Deliverables incorporate third-party intellectual property, the Client’s right to use that third-party IP is subject to the third party’s own licence terms. Hamtek will identify any known third-party IP incorporated into the Deliverables.

Alternative arrangements

6.9 The default IP position set out in this clause 6 may be varied by express written agreement in the Engagement Letter or a separate IP agreement. Where the Engagement Letter specifies alternative IP arrangements, those arrangements shall prevail over this clause 6.

7. Confidentiality

7.1 Each party undertakes to keep confidential all information (whether written, oral, or in any other form) disclosed to it by the other party in connection with the Project that is identified as confidential, or that ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure (“Confidential Information”).

7.2 Each party shall:

(a) use the other party’s Confidential Information only for the purpose of performing its obligations under the contract;

(b) not disclose the other party’s Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, contractors, or professional advisers who need to know it for the purposes of the Project and who are bound by equivalent obligations of confidentiality; and

7.3 The obligations in this clause 7 do not apply to information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was already known to the receiving party before disclosure, without any obligation of confidentiality;

(c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or

(d) is required to be disclosed by law, regulation, or order of a court or regulatory body, provided that the receiving party gives the disclosing party reasonable advance notice where permitted.

7.4 The obligations of confidentiality in this clause 7 shall survive the completion or termination of the contract and shall continue for a period of 3 years from the date of disclosure.

8. Termination and Suspension

Termination on notice

8.1 Either party may terminate the contract by giving the other party at least one calendar month’s written notice.

8.2 On termination under clause 8.1, the Client shall pay Hamtek for all work carried out and expenses incurred up to the effective date of termination.

Termination for cause

8.3 Either party may terminate the contract immediately by giving written notice to the other party if:

(a) the other party commits a material breach of these Terms and fails to remedy such breach (if capable of remedy) within 14 days of receiving written notice specifying the breach; or

(b) any of the insolvency events described in clause 8.6 occur in relation to the other party.

8.4 Hamtek may terminate the contract immediately by giving written notice if the Client fails to make any payment when due and such failure continues for 14 days after Hamtek has given written notice requesting payment.

Suspension

8.5 Without prejudice to its right to terminate, Hamtek may suspend work on the Project by giving written notice to the Client if:

(a) the Client fails to make any payment when due;

(b) the Client fails to provide any Equipment, information, access, or cooperation necessary for Hamtek to proceed; or

Insolvency

8.6 Either party may terminate the contract immediately by giving written notice if the other party:

(a) suspends, or threatens to suspend, payment of its debts, or is or admits to being unable to pay its debts as they fall due;

(b) has an administrator, receiver, administrative receiver, or analogous officer appointed in relation to the whole or any part of its undertaking, property, or assets;

(c) passes a resolution, or has an order made, for its winding-up (other than for the purpose of a solvent reconstruction or amalgamation); or

(d) enters into or proposes any composition or arrangement with its creditors.

Consequences of termination

8.7 Termination of the contract shall not affect the accrued rights and obligations of either party as at the date of termination.

8.8 On termination for any reason, subject to full payment of all sums due, Hamtek shall deliver to the Client all Deliverables and work in progress completed up to the date of termination.

8.9 The following clauses shall survive termination: clause 6 (Intellectual Property), clause 7 (Confidentiality), clause 9 (Liability), and clause 13 (Law and Jurisdiction).

9. Limitation of Liability

9.1 Nothing in these Terms shall limit or exclude Hamtek’s liability for:

(a) death or personal injury caused by Hamtek’s negligence;

(b) fraud or fraudulent misrepresentation; or

9.2 Subject to clause 9.1, Hamtek shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(a) loss of profit;

(b) loss of business or revenue;

(d) loss of or damage to data; or

(e) indirect or consequential loss of any kind,

arising under or in connection with the contract.

9.3 Subject to clause 9.1, Hamtek’s total aggregate liability to the Client in respect of all losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Hamtek under the contract during the 12-month period immediately preceding the date on which the claim arose.

9.4 Hamtek warrants that all work will be performed with reasonable care and skill. Where work carried out by Hamtek is found to be defective as a result of Hamtek’s failure to exercise reasonable care and skill, Hamtek will, at its option, re-perform the defective work at no additional charge or credit the Client for the time attributable to the defective work.

10. Third-Party Services and Dependencies

10.1 Where the Project requires the use of third-party services, tools, or suppliers, Hamtek will exercise reasonable care in selecting and managing such third parties.

10.2 Hamtek shall not be liable for delays, defects, or cost variations arising from third-party suppliers, provided Hamtek has acted with reasonable care in their selection and management.

10.3 Any warranties or guarantees for third-party goods or services are limited to those provided by the originating supplier.

11. Events Outside Our Control (Force Majeure)

11.1 Neither party shall be liable for any failure or delay in performing its obligations under the contract that is caused by an event outside its reasonable control, including but not limited to strikes, lock-outs, civil commotion, natural disaster, pandemic, failure of utility services, or government actions (“Force Majeure”).

11.2 The affected party shall notify the other party as soon as reasonably practicable after becoming aware of a Force Majeure event, and shall use reasonable endeavours to mitigate its effects.

11.3 If a Force Majeure event continues for more than 30 days, either party may terminate the contract by giving written notice to the other. The Client shall pay Hamtek for all work completed and expenses incurred up to the date of termination.

12. Data Protection

12.1 Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to any personal data processed in connection with the contract.

12.2 Details of how Hamtek collects, uses, and protects personal data are set out in Hamtek’s Privacy Policy, available on Hamtek’s website.

13. Law and Jurisdiction

13.1 These Terms and every contract made pursuant to them shall be governed by and construed in accordance with the laws of England and Wales.

13.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

14. General

14.1 If any provision of these Terms is found by any court or relevant authority to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.2 A person who is not a party to a contract made under these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that contract.

14.3 No variation of these Terms shall be effective unless made in writing and agreed by both parties.

14.4 A waiver of any right or remedy under the contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

14.5 These Terms, together with the Engagement Letter and any documents expressly referred to in them, constitute the entire agreement between the parties in relation to the Project and supersede all previous agreements, understandings, and representations.

HamTEK Ltd — Daily Rate Terms of Business — Version 2.0