Client Services Agreement

1. Definitions

2. Scope of services

The specific services to be provided by RAPD will be set out in a Statement of Work agreed between the parties before work commences. The SOW will describe the scope, key deliverables, timeline and applicable fees. Where work is undertaken on a time and materials basis, the SOW will set out the applicable day or hourly rates and any agreed estimate of effort.

RAPD will perform the services with reasonable skill and care, drawing on relevant experience and knowledge. RAPD does not guarantee specific outcomes unless those outcomes are expressly stated as deliverables in the SOW.

Any material change to the agreed scope of work will be documented in a change order or revised SOW before additional work is undertaken. RAPD reserves the right to adjust timelines or resource allocation if scope changes are requested without a corresponding adjustment to fees or timeline.

3. Fees and payment

Fees are as agreed in the applicable SOW. Unless otherwise stated, invoices are issued monthly in arrears for time and materials engagements, or at the milestones specified in the SOW for fixed-fee work.

Payment terms are 30 days from the date of invoice unless otherwise agreed in writing. RAPD reserves the right to charge interest on overdue invoices at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Where a retainer or prepayment has been agreed, unused days or hours from a given period are not carried forward unless expressly agreed in writing.

All fees are quoted exclusive of VAT. Where VAT is applicable, it will be charged at the prevailing rate and shown separately on invoices.

4. Client responsibilities

The Client agrees to provide RAPD with timely access to the systems, environments, documentation, personnel and information reasonably required to deliver the agreed services. Where delays in access or information from the Client side affect the delivery timeline or resource availability, RAPD will not be held responsible for resulting delays or additional costs.

The Client is responsible for ensuring that RAPD has the appropriate permissions and licences to access any systems, tools or third-party platforms required for the engagement. RAPD will not access systems or data beyond what is necessary for the agreed scope of work.

Where the Client provides test data or production data for use in testing activities, the Client is responsible for ensuring that appropriate data handling consents and legal permissions are in place. RAPD will handle any data provided with appropriate care and will not retain it beyond the needs of the engagement.

5. Intellectual property

Upon receipt of full payment for the relevant engagement, RAPD assigns to the Client all intellectual property rights in the specific deliverables produced for that Client as described in the applicable SOW.

RAPD retains all intellectual property rights in its own methodologies, frameworks, tools, templates and know-how developed independently of any specific client engagement. Where RAPD uses such pre-existing materials in the course of delivering services, it grants the Client a non-exclusive licence to use those materials for the purposes of the engagement and any resulting deliverables.

Test automation frameworks developed specifically for a Client engagement are assigned to the Client on payment. Underlying framework components or libraries developed independently by RAPD remain the property of RAPD, with a licence granted for their use as part of the delivered framework.

6. Confidentiality

Both parties agree to keep confidential any Confidential Information received from the other party in connection with an engagement and to use it only for the purposes of that engagement. This obligation continues for a period of three years following the end of the engagement.

Confidential Information does not include information that is already publicly known, that was independently developed by the receiving party without reference to the disclosing party's information, or that is required to be disclosed by law or regulation.

RAPD will not disclose the identity of its clients or the details of specific engagements to third parties without the Client's prior written consent. Where RAPD references a client engagement in its marketing or case study materials, it will seek explicit permission before doing so.

7. Limitation of liability

RAPD's total liability to the Client arising out of or in connection with any engagement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total fees paid or payable by the Client in connection with the specific engagement giving rise to the claim.

RAPD shall not be liable for any indirect, consequential, special or punitive loss, including loss of profit, loss of revenue, loss of data or business interruption, even if advised of the possibility of such loss.

Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

8. Termination

Either party may terminate an engagement by giving written notice as specified in the applicable SOW. Where no notice period is specified, 30 days written notice applies for ongoing engagements. Fixed-fee engagements may only be terminated early by mutual written agreement.

Either party may terminate an engagement immediately where the other party is in material breach of these terms and has failed to remedy that breach within 14 days of written notice, or where the other party becomes insolvent or unable to pay its debts.

On termination, the Client shall pay all fees for work completed up to the termination date. Where a fixed-fee engagement is terminated early by the Client, the Client shall pay for the proportion of work completed and for any reasonable costs already committed by RAPD in connection with the engagement.

9. Independent contractor status

RAPD provides services as an independent contractor. Nothing in these terms creates or implies an employment relationship, partnership or joint venture between RAPD and the Client. RAPD is responsible for its own tax, national insurance and compliance obligations.

Where RAPD personnel work on site at a Client's premises or integrate with the Client's team, this does not affect RAPD's status as an independent contractor. The Client shall not direct, supervise or control RAPD personnel in a manner inconsistent with independent contractor status.

10. Non-solicitation

During the term of any engagement and for a period of 12 months following its conclusion, the Client agrees not to directly solicit, recruit or employ any individual introduced to the Client by RAPD in connection with that engagement, without RAPD's prior written consent. This clause applies to direct employment and to engagement as a contractor or through any intermediary.

11. Governing law and disputes

These terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

Where a dispute arises, both parties agree to attempt in good faith to resolve it through direct discussion before commencing formal legal proceedings. Either party may request a meeting or call for this purpose, and both parties agree to engage constructively with any such request.

12. General

These terms, together with any applicable SOW, constitute the entire agreement between the parties in relation to the relevant engagement and supersede all prior discussions, representations or agreements.

If any provision of these terms is found to be unenforceable, the remaining provisions continue in full force.

RAPD reserves the right to update these standard terms from time to time. The version of these terms in force at the time a SOW is agreed will apply to that engagement.