Terms & Conditions

1. Definitions

In these Terms, unless the context otherwise requires, the following words and expressions have the following meanings:

• "Agreement" means these Terms together with any SOW, order form, or purchase order accepted by Aspire Software Consultancy.
• "Client" means the person or entity who purchases Services or Products from Aspire Software Consultancy.
• "Deliverables" means the tangible or intangible outputs to be delivered by Aspire Software Consultancy under an SOW.
• "Services" means the professional services, consultancy, development, support, maintenance, and other services provided by Aspire Software Consultancy.
• "Products" means software, licenses, documentation, or other goods offered for sale by Aspire Software Consultancy.
• "Confidential Information" means information disclosed by one party to the other that is marked confidential or ought reasonably to be considered confidential.

2. Agreement

These Terms constitute the entire agreement between the parties relating to their subject matter and supersede all prior negotiations, representations, or agreements, whether written or oral. No variation of these Terms shall be effective unless expressly agreed in writing by authorized representatives of both parties.

3. Services

3.1. Aspire Software Consultancy shall provide Services in accordance with the terms and conditions set out in the applicable SOW. Each SOW shall specify the scope, Deliverables, milestones, acceptance criteria, fees, and timelines.

3.2. Aspire Software Consultancy shall exercise reasonable skill, care and diligence in performing the Services consistent with prevailing industry standards.

3.3. The Client shall provide all necessary cooperation, information, access, and authorizations required for Aspire Software Consultancy to perform the Services. Aspire Software Consultancy shall not be responsible for delays or additional costs resulting from the Client’s failure to provide such cooperation.

4. Deliverables & Acceptance

4.1. Deliverables will be deemed accepted by the Client when the Client issues a written acceptance certificate or, if no acceptance certificate is issued within the Acceptance Period specified in the SOW, when the Deliverable materially conforms to the acceptance criteria set out in the SOW.

4.2. The Client shall notify Aspire Software Consultancy in writing of any defects or non-conformities within the Acceptance Period. Aspire Software Consultancy shall, at its option and expense, correct or re-perform any non-conforming Deliverables.

5. Fees, Invoicing & Payment

5.1. Fees for Services and Products shall be set out in the applicable SOW, proposal, or order form. Fees are exclusive of taxes, duties, and levies, which shall be payable by the Client.

5.2. Invoices are payable within the number of days stated on the invoice. Unless otherwise agreed, overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5.3. Aspire Software Consultancy reserves the right to suspend Services if invoices are overdue by more than 14 days following written notice to the Client.

5.4. All payments shall be made in the currency specified in the invoice and to the bank account or payment method designated by Aspire Software Consultancy.

6. Intellectual Property Rights

6.1. Except as expressly provided in the Agreement, Aspire Software Consultancy shall retain ownership of all its pre-existing intellectual property, including but not limited to tools, methodologies, templates, software, code libraries, and know-how ("Background IP").

6.2. Subject to full payment of all sums due, Aspire Software Consultancy assigns to the Client all intellectual property rights in the Deliverables created uniquely for the Client under an SOW, provided that such assignment shall not include Background IP or third-party intellectual property, which shall remain the property of Aspire Software Consultancy or the third party.

6.3. Aspire Software Consultancy hereby grants to the Client a perpetual, worldwide, non-exclusive, non-transferable license to use the Background IP included within the Deliverables solely to the extent necessary to use the Deliverables as intended under the Agreement.

6.4. Where Deliverables include third-party software, the Client’s rights are subject to the applicable third-party license terms and any fees payable to such third parties.

7. Confidentiality

7.1. Each party agrees to keep confidential all Confidential Information disclosed by the other party and shall not disclose such information to any third party except to those employees, agents, or subcontractors who need to know for the purposes of performing the Agreement and who are bound by confidentiality obligations no less protective than those contained herein.

7.2. Confidential Information shall not include information which: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) is rightfully received from a third party without an obligation of confidentiality; or (c) was known to the receiving party prior to disclosure.

8. Data Protection

8.1. The parties shall comply with all applicable data protection laws in relation to the processing of Personal Data. Each party shall implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental loss, destruction or damage.

8.2. If Aspire Software Consultancy processes Personal Data on behalf of the Client, the parties shall enter into a Data Processing Addendum (DPA) reflecting the parties’ respective responsibilities and the nature, duration, and purpose of processing.

9. Warranties & Disclaimers

9.1. Aspire Software Consultancy warrants that it will perform Services with reasonable skill and care and that Products will materially conform to their documentation for a period specified in the applicable SOW. The foregoing warranty does not apply to defects resulting from misuse, modification by the Client, or use in combination with third-party products not authorized by Aspire Software Consultancy.

9.2. Except as expressly stated in these Terms, Aspire Software Consultancy disclaims all other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by law.

10. Limitation of Liability

10.1. Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

10.2. Subject to clause 10.1, Aspire Software Consultancy’s total aggregate liability to the Client arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Client to Aspire Software Consultancy under the SOW giving rise to the claim in the 12 months preceding the claim.

10.3. In no event shall Aspire Software Consultancy be liable for any indirect, special, incidental, consequential, or punitive damages, including loss of profits, revenue, business, data, or goodwill, even if advised of the possibility of such damages.

11. Indemnity

11.1. The Client shall indemnify and hold harmless Aspire Software Consultancy and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client’s negligence or wilful misconduct; (b) the Client’s breach of these Terms; (c) the Client’s use of the Deliverables in a manner not authorized by the Agreement; or (d) any claim that the Client-supplied materials infringe the intellectual property rights of a third party.

11.2. Aspire Software Consultancy shall promptly notify the Client in writing of any claim for which it seeks indemnification and shall allow the Client to assume control of the defense and settlement of such claim, provided the Client diligently prosecutes the defense and does not admit liability without Aspire Software Consultancy’s prior written consent.

12. Insurance

12.1. Aspire Software Consultancy shall maintain commercially reasonable insurance coverage appropriate to the Services provided, including professional indemnity and public liability insurance in amounts consistent with market practice.

13. Termination

13.1. Either party may terminate the Agreement for material breach by the other party if the breach remains uncured after thirty (30) days’ written notice specifying the breach.

13.2. Aspire Software Consultancy may terminate the Agreement immediately if the Client fails to pay any undisputed invoiced amounts when due or if the Client becomes insolvent, enters liquidation, or has a receiver appointed.

13.3. Upon termination, the Client shall pay Aspire Software Consultancy for all Services performed and Deliverables completed up to the effective date of termination, together with any reasonable costs incurred as a result of termination.

14. Consequences of Termination

14.1. Upon termination or expiration of the Agreement, each party shall return or destroy the Confidential Information of the other party and, upon request, provide written certification of such destruction, except to the extent retention is required by applicable law.

14.2. Termination shall not affect accrued rights and obligations or any provision which is intended to survive termination, including but not limited to clauses on payment, confidentiality, intellectual property, indemnity, and limitation of liability.

15. Force Majeure

15.1. Neither party shall be liable for any delay or failure to perform its obligations under the Agreement if and to the extent such delay or failure is caused by an event beyond the reasonable control of that party, including acts of God, war, terrorism, riots, embargoes, acts or failures of telecommunications or internet service providers, strikes, epidemics, pandemics, governmental restrictions, or other similar events.

16. Dispute Resolution

16.1. The parties shall attempt in good faith to resolve any dispute arising out of or relating to the Agreement promptly by negotiation between senior executives of the parties.

16.2. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to mediation administered by a mutually agreed mediation service before commencing any court proceedings.

16.3. If the dispute remains unresolved after mediation, either party may commence proceedings in the courts specified in clause 17 (Governing Law & Jurisdiction).

17. Governing Law & Jurisdiction

17.1. These Terms shall be governed by and construed in accordance with the laws of [Insert Jurisdiction — e.g., State of Registration, Country]. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction to resolve any disputes arising out of or in connection with these Terms, subject to clause 16 (Dispute Resolution).

18. Export Compliance

18.1. The Client acknowledges that Products and Deliverables may be subject to export control laws. The Client shall comply with all applicable export and import laws and regulations and shall not export, re-export, or transfer any Deliverables in violation of such laws.

19. Notices

19.1. Any notice or other communication required to be given under these Terms shall be in writing and delivered to the address or email specified in the SOW or, if none is specified, to the addresses given in clause 21 (Contact).

20. General Provisions

• 20.1. Assignment. Neither party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other party, except that Aspire Software Consultancy may subcontract performance of the Services to third parties and may assign the Agreement to a successor in interest in connection with a merger, sale of assets, or corporate reorganization.
• 20.2. Severability. If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall continue in full force and effect.
• 20.3. Waiver. Failure or delay by either party to exercise any right shall not be deemed a waiver of that right.
• 20.4. Publicity. Neither party shall make any public announcement or press release regarding the Agreement without the prior written consent of the other party, except as required by law.
• 20.5. Relationship of Parties. The parties are independent contractors and nothing in the Agreement shall create a partnership, joint venture, agency, or employment relationship between them.

21. Contact