Standard Terms and Conditions

1. Definitions

"Services": The consultancy, software development, and other services to be provided by TTS as described in the applicable SoW.

"Statement of Work (SoW)": A document executed by both parties that details the specific Services to be provided, deliverables, timelines, and fees.

"Intellectual Property Rights": Patents, rights to inventions, copyright, trademarks, business names, rights in get-up, goodwill, rights in designs, rights in computer software, database rights, and any other intellectual property rights.

2. Provision of Services

TTS will provide the Services to the Client in accordance with the terms of this Agreement and the relevant SoW. We will perform the Services with reasonable care and skill.

3. Client's Obligations

The Client shall:

• Co-operate with TTS in all matters relating to the Services.
• Provide, in a timely manner, such access to the Client's premises, data, and other facilities as is requested by TTS.
• Provide, in a timely manner, such information as TTS may request and ensure that it is accurate in all material respects.

4. Fees and Payment

The Client shall pay the fees as set out in the SoW. All sums payable are exclusive of VAT and other duties or taxes. Payment shall be made by the Client within 30 days of receipt of an invoice from TTS.

5. Intellectual Property Rights

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by TTS. TTS grants to the Client a worldwide, non-exclusive, royalty-free perpetual licence to use any deliverables specifically developed for the Client for the purpose of receiving and using the Services and the deliverables in its business.

The Client acknowledges that, in respect of any third party software, the Client's use of any such Intellectual Property Rights is conditional on the Client obtaining a written licence from the relevant licensor on such terms as will entitle the Client to use such software.

6. Confidentiality

A party ("receiving party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party ("disclosing party"). The receiving party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the contract, and shall ensure that such employees, agents or subcontractors comply with the obligations set out in this clause as though they were a party to the contract.

7. Limitation of Liability

Nothing in this Agreement limits or excludes TTS's liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.

Subject to the preceding paragraph, TTS shall not be liable for any loss of profits, loss of business, depletion of goodwill, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

TTS's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance of this contract shall be limited to the price paid for the Services.

8. General

• Force Majeure: Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.
• Governing Law: This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland.
• Jurisdiction: Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.