Terms and Conditions
​Effective Date: 1st December 2024
1. Introduction
These Terms and Conditions ("Terms") govern the provision of services ("Services") by Guided Sky Ltd ("Consultant," "we," "us," or "our"), a Salesforce consultancy, to the client ("Client," "you," or "your"). By engaging us to provide Services, you agree to be bound by these Terms.
2. Services Provided
2.1 Scope of Services
We agree to provide Salesforce consultancy services as outlined in the Statement of Work ("SOW") or other written agreements signed by both parties. The specific services may include, but are not limited to, Salesforce implementation, customization, training, and support.
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2.2 Changes to Scope
Any changes to the scope of Services must be mutually agreed upon in writing. Additional fees and adjustments to the project timeline may apply for any changes requested by the Client. The Parties agree to assess the impact of any scope changes on the deadlines, and a revised timeline will be established as part of the written agreement.
3. Fees and Payment
3.1 Fees
The fees for the Services will be outlined in the SOW or other written agreements. All fees are quoted in GBP and are exclusive of applicable taxes, which will be added to the invoice if applicable.
3.2 Payment Terms
The Client will be invoiced monthly for the time spent on their project, with a final bill issued upon project completion. All invoices are payable within 30 days of the invoice date, unless otherwise agreed in the SOW.
Late payments will result in the suspension of Services until payment is received. Services will be suspended when an invoice is 15 days overdue. Additionally, a compounding late fee of 2% of the outstanding balance will be applied for each 7-day period that the payment remains overdue.
3.3 Expenses
The Client agrees to reimburse the Consultant for any reasonable out-of-pocket expenses incurred in the course of providing the Services, in line with the expense policy outlined on the SOW.
3.4 Non-Refundable Deposits
A non-refundable deposit may be required to secure the Consultant's commitment to the project, as outlined in the SOW or other written agreements. This deposit will be credited against the final invoice but will not be refunded in the event of project cancellation or termination by the Client, except where required by law or explicitly stated in the SOW.
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4. Client Responsibilities
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4.1 Access to Information
The Client agrees to provide all necessary information, resources, and access to systems required for the Consultant to perform the Services. Delays in providing such access may result in delays in service delivery and additional cost.
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4.2 Use of Services
The Client agrees to use the Services solely for lawful purposes and in compliance with all applicable laws and regulations. The Client is responsible for ensuring that its use of Salesforce complies with Salesforce's own terms and conditions.
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5. Confidentiality
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5.1 Confidential Information
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed by the other party during the course of the engagement. This obligation shall survive the termination of these Terms for a period of 3 years.
5.2 Non-Disclosure
Neither party shall disclose the other party’s confidential information to any third party without prior written consent, except as required by law.
6. Intellectual Property
6.1 Consultant IP
All intellectual property rights in the materials and methodologies developed by the Consultant during the provision of Services will be transferred to the Client upon successful project completion and full payment for the services provided. However, if the Consultant has created a managed package and is used as part of the project, the intellectual property rights related to the managed package will remain the property of the Consultant, unless otherwise agreed in writing. The Client will have the right to use the managed package as per the agreed terms, but ownership of the managed package itself will not be transferred.
6.2 Client IP
The Client retains all intellectual property rights in the data and materials provided to the Consultant for the purposes of the Services.
6.3 License to Use
The Client grants the Consultant a limited, non-exclusive, and non-transferable license to use the Client’s intellectual property solely for the purpose of delivering the Services.
7. Warranties and Disclaimers
7.1 Consultant Warranties
We warrant that the Services will be performed with reasonable skill and care. Go-Live support will run for a maximum of 60 days following project completion, during which time we will fix any functionality that does not work as agreed upon during the Business Process Review (BPR) phase, free of charge. However, if our investigation reveals that the issue is due to changes made by the Client post-Go-Live or outside the agreed-upon scope, we reserve the right to charge for the necessary fixes. A detailed estimate will be provided prior to commencing any chargeable work. Additionally, if the Client requests changes or enhancements to what was originally built, a new Statement of Work (SOW) will be raised to cover the additional scope.
If there are any overdue payments on the Client's account, they must be paid in full before any bug fixes or further work can begin.
7.2 Disclaimer of Warranties
Except as expressly stated in these Terms, the Services are provided "as is" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
8. Limitation of Liability
8.1 Exclusion of Consequential Damages
To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, or consequential damages, including lost profits or revenues, even if such damages were foreseeable.
8.2 Cap on Liability
The total liability of the Consultant for any claims arising out of or related to these Terms shall not exceed the total amount of fees paid by the Client to the Consultant in the 6 months preceding the claim.
9. Termination
9.1 Termination for Convenience
Either party may terminate the engagement upon 30 days' written notice to the other party. The Client will be responsible for payment for any Services rendered up to the date of termination.
9.2 Termination for Cause
Either party may terminate the engagement immediately if the other party breaches any material term of these Terms and fails to remedy the breach within 15 days of receiving notice of the breach.
10. Data Protection and Privacy
Both parties agree to comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable. The Consultant shall ensure that any personal data shared by the Client in the course of providing Services is processed in accordance with relevant privacy and data protection regulations. The Client shall ensure that any data provided to the Consultant is lawfully obtained and that the Consultant is granted the necessary rights to process such data for the purposes of delivering the Services.
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11. Subcontracting
The Consultant reserves the right to engage subcontractors, including international resources, for the delivery of the Services, provided that such subcontractors comply with the confidentiality, data protection, and other applicable obligations under these Terms. The Consultant remains responsible for the performance of any subcontractor engaged.
12. Governing Law and Dispute Resolution
12.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales..
12.2 Dispute Resolution
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Any disputes arising out of or in connection with these Terms shall be resolved through negotiation in England.
12.3 International Jurisdiction
For Clients located outside the Guided Skyd Kingdom, any disputes arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of England and Wales, unless otherwise agreed in writing.
13. Miscellaneous
13.1 Entire Agreement
These Terms, along with any SOW or other agreements referenced herein, constitute the entire agreement between the parties and supersede all prior discussions, agreements, or understandings.
13.2 Amendments
These Terms may only be amended in writing signed by both parties.
13.3 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.4 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including acts of God, natural disasters, or governmental actions.
13.5 Assignment
The Client may not assign its rights or obligations under these Terms without the prior written consent of the Consultant.
13.6 Limitation on Use of Services
The Client agrees not to resell, license, or otherwise make the Services or any deliverables created under these Terms available to third parties without the prior written consent of the Consultant.
14. Contact Information
For any questions or concerns regarding these Terms, please contact us at:
Guided Sky
15 Muncaster Road, LS25 2ND
Email: info@guidedsky.co.uk
Phone: 07507384558