Client Services Terms

1. Parties and scope

These Client Services Terms (“Terms”) apply when THYNKR supplies software development, consultancy or technical stewardship services to a business client (“Client”, “you” or “your”).

THYNKR SYSTEMS LTD is a company registered in England and Wales under company number 15306717, with its registered office at Office 2, 1st Floor, 73 Station Passage, London E18 1JL (“THYNKR”, “we”, “us” or “our”). Thynkr Systems is the name under which THYNKR trades.

If a person accepts these Terms on behalf of a company, partnership, organisation or other legal entity, that person represents that they have authority to bind that entity.

These Terms do not govern use of THYNKR’s products (TableSyncAI, PalletPOS, WorQ, Shanai and others). Each product is governed by its own terms, linked from the legal hub.

These Terms are intended for business clients. They do not exclude any mandatory rights that cannot lawfully be excluded.

2. Definitions

• “Agreement” means these Terms, each Statement of Work, the DPA where it applies, and any documents expressly incorporated into them.
• “Statement of Work” or “SOW” means a written document agreed by both parties that describes the Services, Deliverables, timetable, fees and any engagement-specific terms.
• “Services” means the software development, consultancy, technical advisory, delivery assurance and technical stewardship services described in a SOW.
• “Deliverables” means the software, documentation, reports, designs, configurations and other materials that a SOW identifies as being delivered to the Client.
• “Client Materials” means data, content, systems access, trademarks and other materials supplied by or on behalf of the Client, including Client Data.
• “Client Data” means data supplied by or on behalf of the Client, or processed by THYNKR on the Client’s behalf in performing the Services.
• “Background IP” means intellectual property owned by or licensed to THYNKR that exists before a SOW or is developed independently of it, including THYNKR’s products, tools, libraries, frameworks, templates, methods and know-how.
• “DPA” means THYNKR’s Data Processing Agreement.
• “Change Request” has the meaning given in the Change requests clause.

3. Contract structure and priority

Each SOW agreed by both parties forms part of the Agreement. Unless it expressly states otherwise, a SOW does not amend these Terms. If documents conflict, priority is:

1. a signed amendment expressly identifying the provision being amended;
2. the applicable SOW for commercial and engagement-specific terms;
3. the DPA for processing of personal data;
4. these Terms; and
5. referenced policies and documentation.

4. The Services

THYNKR will provide the Services described in each SOW with reasonable care and skill. Engagements may include:

• software development: design, build, testing and release of web, mobile, API and operational software;
• consultancy and technical advisory: architecture review, modernisation assessment, delivery assurance and independent technical advice; and
• technical stewardship: ongoing operation, monitoring, maintenance, support and improvement of systems THYNKR has built or agreed to look after.

Advice and recommendations are given on the information available at the time. The Client remains responsible for its own business decisions.

Any binding availability commitment, support response target, service credit or service level must be stated in a SOW. Marketing statements, roadmap descriptions and general support targets are not contractual service levels.

5. Client dependencies

The Client must, in good time:

• provide accurate information and clear requirements;
• name authorised contacts who can make decisions and approvals;
• provide access to systems, environments, accounts and third-party credentials reasonably necessary for the Services;
• ensure that Client Materials are lawful and that the Client has the right to provide them; and
• review and respond to Deliverables, questions and Change Requests.

Client delays or missing dependencies may affect timetables and fees and do not constitute a breach by THYNKR.

6. Acceptance

Where a SOW provides for acceptance of Deliverables, the acceptance criteria, review period and process are those stated in the SOW. [TO CONFIRM: whether these Terms should set a default acceptance process, including deemed acceptance, for SOWs that do not].

7. Change requests

Either party may propose a change to the scope, Deliverables, timetable or approach of a SOW (a “Change Request”). Material changes must be documented through a SOW amendment or written change order before they are performed.

THYNKR will explain the effect of a Change Request on scope, timetable and fees. THYNKR is not obliged to perform material out-of-scope work without agreement on scope, timing and fees.

8. Fees and invoicing

Fees, rates and the payment schedule are stated in the SOW. Unless the SOW states otherwise:

• fees are exclusive of VAT;
• fixed-price work is invoiced [TO CONFIRM: invoicing milestones for fixed-price work, for example a deposit and staged payments];
• time-and-materials work is invoiced [TO CONFIRM: invoicing frequency for time-and-materials work, for example monthly in arrears];
• recurring stewardship fees are invoiced in advance for each billing period;
• reasonable pre-approved expenses are recharged at cost [TO CONFIRM: whether expenses are recharged and on what basis];
• invoices are due within 14 days;
• undisputed overdue amounts may accrue statutory or contractually permitted interest; and
• THYNKR may suspend affected Services after reasonable notice for material non-payment.

The Client must raise a good-faith invoice dispute promptly and pay undisputed amounts when due.

Payment, cancellation and refund rules are set out in the Payment, Cancellation & Refund Policy.

9. Taxes

The Client is responsible for applicable VAT, sales, use and similar transaction taxes imposed on its purchase, excluding taxes based on THYNKR’s net income.

10. Term

Each SOW starts on the date stated in it and continues until the Services are complete or the SOW ends under its own terms or these Terms.

Unless the SOW states otherwise, recurring stewardship services renew for successive periods equal to the initial period unless either party gives notice of non-renewal of [TO CONFIRM: non-renewal notice period for stewardship services].

11. Intellectual property and licence of Deliverables

THYNKR and its licensors retain all intellectual-property rights in Background IP. The Client retains ownership of Client Materials, Client Data, Client trademarks and Client-created materials.

Deliverables remain THYNKR intellectual property unless a SOW expressly assigns ownership. Where ownership of a Deliverable is assigned, the assignment takes effect on [TO CONFIRM: when ownership passes, for example on payment in full of the fees for that Deliverable], and does not include Background IP.

Where THYNKR retains ownership, or where a Deliverable incorporates Background IP, THYNKR grants the Client a non-exclusive licence to use, copy and modify the Deliverable, and the Background IP incorporated in it, for the Client’s internal business purposes described in the SOW. [TO CONFIRM: licence terms: duration (perpetual or for the term), whether it is royalty-free, transferable or sublicensable, and whether it is conditional on payment].

Deliverables may include open-source or third-party components. Those components are licensed under their own terms, which take priority for those components.

The Client grants THYNKR a non-exclusive right to use Client Materials only as necessary to perform the Services.

12. Third-party services

Engagements may depend on third-party services such as cloud hosting, payment providers, app stores or APIs. Those services are subject to their providers’ terms, and the Client is responsible for maintaining any third-party account or agreement required.

THYNKR is not responsible for an independent third party’s acts or omissions beyond THYNKR’s reasonable control.

13. AI services

Where Services or Deliverables include AI features, those features are assistive technology and may produce inaccurate output. The Client is responsible for appropriate human review and must not use AI output as the sole basis for a high-impact decision unless the use is lawful and appropriate safeguards are implemented.

14. Client Data and data protection

The Client retains ownership of Client Data. Each party must comply with applicable data-protection law.

Where THYNKR processes personal data on the Client’s behalf, the DPA is incorporated into the Agreement. Each party remains responsible for its own controller obligations.

15. Information security

THYNKR will maintain appropriate technical and organisational measures proportionate to the Services and risk.

The Client is responsible for endpoint security, user access, local networks and use of supported configurations under its control.

16. Confidentiality

Each party may receive non-public information that is confidential by nature or designation (“Confidential Information”). The receiving party must use Confidential Information only for the Agreement, protect it with at least reasonable care, and disclose it only to people who need it and are bound by confidentiality obligations.

These obligations do not apply to information that the receiving party can demonstrate is publicly available without breach, was lawfully known without restriction, was independently developed, or was lawfully received from a third party without a confidentiality obligation. A party may disclose Confidential Information where legally required, subject to lawful notice where permitted.

Confidentiality obligations survive termination for five years, except that trade secrets and personal data remain protected for as long as required by applicable law or their confidential nature.

17. Warranties

Each party warrants that it has authority to enter into the Agreement.

THYNKR warrants that the Services will be performed with reasonable care and skill. [TO CONFIRM: whether a defect-correction warranty period applies to Deliverables after acceptance, and its length].

No warranty is given that Deliverables will be error-free, uninterrupted or compatible with every external system. Except for express warranties in the Agreement and warranties that cannot lawfully be excluded, implied warranties are excluded.

18. Indemnities

Client indemnity

The Client will indemnify THYNKR against third-party claims arising from:

• unlawful Client Materials or Client Data;
• the Client’s infringement of third-party rights, including through Client Materials;
• the Client’s violation of law; or
• the Client’s use or modification of Deliverables outside the purpose described in the SOW,

except to the extent caused by THYNKR.

THYNKR intellectual-property indemnity

[TO CONFIRM: whether THYNKR gives an intellectual-property indemnity for Deliverables. The TableSyncAI Master Services Agreement gives one for unmodified software, with exclusions for client data, client modifications, combinations and third-party products, and a right to modify, replace or refund].

19. Limitation of liability

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

Subject to that:

• neither party is liable for indirect or consequential loss;
• neither party is liable for loss of profit, revenue, business opportunity, anticipated savings or goodwill, except where such exclusion is prohibited by law; and
• each party’s aggregate liability under the Agreement in any twelve-month period will not exceed 100% of the fees paid or payable under the affected SOW during the twelve months immediately preceding the event giving rise to the claim.

The Client’s obligation to pay fees properly due is not limited by this clause.

For liability arising from breach of confidentiality, data-protection obligations or an indemnity, the parties may agree a separate enhanced cap in the SOW. If no enhanced cap is stated, the general cap applies to the maximum extent permitted by law.

20. Insurance

Each party should maintain insurance appropriate to its business, risks and legal obligations. No representation is made that THYNKR carries a specific professional-indemnity or cyber-liability limit unless a current certificate of insurance or written insurance declaration expressly confirms it.

21. Subcontracting

[TO CONFIRM: whether THYNKR may use subcontractors without prior consent, and whether THYNKR remains responsible for their work].

22. Suspension

THYNKR may suspend affected Services where reasonably necessary to:

• address a security threat;
• prevent unlawful use;
• comply with law;
• satisfy a provider requirement; or
• address material overdue payment after applicable notice.

THYNKR will limit suspension to what is reasonably necessary where practicable.

23. Termination

Either party may terminate a SOW for material breach if the other party fails to remedy a remediable breach within 30 days after written notice.

A party may terminate immediately where the other commits an irremediable material breach, enters insolvency proceedings (subject to applicable insolvency law), engages in fraud relating to the Agreement, or uses the Services unlawfully in a manner creating material risk.

Either party may terminate a SOW for convenience on [TO CONFIRM: notice period for termination for convenience, and any minimum term or early-termination fee] written notice, unless the SOW states otherwise.

24. Effect of termination

• the Client pays for Services performed, Deliverables completed and non-cancellable costs committed up to the termination date;
• rights in Deliverables continue or end as set out in the Intellectual property and licence of Deliverables clause and the SOW;
• each party returns or protects the other’s Confidential Information as applicable;
• personal data is handled under the DPA; and
• provisions intended to survive continue in effect.

25. Handover and exit assistance

If requested before termination, THYNKR may provide reasonable data export, handover or transition assistance.

Handover work beyond what the SOW includes may be charged at agreed rates.

26. Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, labour disruption, utility failure, internet or telecommunications failure, cloud-provider outage, governmental action or widespread cyber incident, provided the affected party takes reasonable steps to mitigate the impact. Payment obligations for Services already supplied are not excused by force majeure.

27. Publicity

THYNKR may identify the Client as a client only where the Client has consented, a SOW permits it, or use is otherwise lawful. Use of Client logos, names or details in case studies or promotional materials requires the Client’s permission.

28. Assignment

Neither party may assign the Agreement without the other’s consent, except that either party may assign it in connection with a merger, corporate reorganisation or sale of substantially all relevant business assets, provided the assignee assumes the obligations.

29. Notices

Formal legal notices must be sent by email and/or recorded delivery to the contact stated in the SOW. Notices to THYNKR:

Email: info@thynkrsystems.com

30. General

• The Agreement contains the entire agreement between the parties concerning its subject matter and supersedes prior proposals, representations and discussions concerning the same subject matter, except in cases of fraud or fraudulent misrepresentation.
• No variation is effective unless made in writing in accordance with the Agreement.
• Invalid provisions are severed or modified to the minimum extent necessary, and the remainder remains effective.
• Delay in enforcement is not a waiver.
• No partnership, agency, joint venture or employment relationship is created.
• A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

31. Governing law

The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales and, subject to mandatory law, the courts of England and Wales have exclusive jurisdiction.