Terms and

Services Provided

1. The Client hereby agrees to engage the Contractor to provide the Client with the following computer services (the “Services”):

  • IT services to include FileMaker database development, support, training and maintenance.;
    Website development, support, training and maintenance where applicable.; and
  • Application development, support, training and maintenance where applicable.
  • Provision of continued development or amendment, where required, of FileMaker databases,
    applications and systems.
  • Consultation on FileMaker databases, applications, systems and the hardware, software and
    infrastructure required to support such database, applications and systems.
  • Where required and if the separate support agreement has been signed, the Contractor will provide software support to FileMaker databases and systems as per the agreement.

2. The Services will also include any other computer, software and hardware tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement

3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 31 days’ written notice to the other Party.

5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

6. This Agreement may be terminated at any time by mutual agreement of the Parties in writing.

7. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.


8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.


9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.


10. The Contractor will charge the Client for the Services at the agreed hourly rate (the “Payment”) unless otherwise agreed on a project or task basis. Travel incurred as a result of any work carried out outside of the Contractor’s office will be charged at half the hourly rate plus expenses. Reasonable travelling, subsistence, entertainment and other similar out of pocket expenses, including mileage at a rate of £0.50 per mile plus VAT will be charged.

11. The Client will be invoiced every week, or at a frequency agreed by the Parties.

12. Invoices submitted by the Contractor to the Client are due within seven days of receipt unless otherwise agreed.

13. The Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment.

14. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment.

Reimbursement of Expenses

15. The Contractor will be reimbursed for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

16. All expenses must be pre-approved by the Client.

Penalties for Late Payment

17. Any late payments will trigger a fee of 10.00% per month on the amount still owing payable by the Client.


18. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

19. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

20. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

How the Contractor Works

21. The Contractor will work with the Client in the context of an individual relationship. The Contractor aims to understand and fulfill Client’s needs where possible. The Contractor commits to keep the Client informed and updated as each project or task progresses. The Contractor provides upfront clarity of how the Contractor’s work process is undertaken, this document provides an overview in advance of the way in which the Contractor will work with the Client with the aim of answering likely engagement questions.

Charges and Estimates

22. The Contractor charges for their time for all work to include project development, creation of new features, amends to existing code, errors or correction of misinterpretation by either party and any such services that the Client has requested and the Contractor has agreed to undertake. All time spent on tasks is charged for accordingly.

23. The Contractor creates an estimate for the work that is required to be undertaken which must be approved by the Client prior to any work taking place. The Client agrees that this is neither a guaranteed fixed price nor an agreed budget but rather a suggested work duration of how long the Contract believes the project or task will take, based upon the information the Contractor is given by the Client and that both parties understand at the time the estimate was written. Due to the fact that the estimate is the Contractor’s approximation of how much the Contractor believes the system, application, website or any such service or product required could cost to create or modify there are several situations which could result in the estimate being incorrect, resulting in its
being breached. Some of these situations are described here:
a. The Contractor bases the estimate on details provided by the Client – if these are either cursory
misunderstood or incomplete, then the estimate may be breached.
b. Unforeseen complexities and difficulties that appear as the project or task develops.
c. The project requirements are changed or defined in greater detail after the estimate is created.

24. If the Contractor is provided with limited details about a project or there are unexpected difficulties in creating or adjusting software for the Client, then the Contractor’s estimate, through no fault of the Contractor, will be inaccurate. The Contractor will charge for all time spent on a project or task.

25. The Contractor will update the Client during regular communication of how many hours we have completed during a given period so that the Client can see how much work has been accomplished.

26. Travel incurred as a result of any work carried out outside of Smart Wolf’s office will be charged at half the agreed hourly rate plus expenses. Reasonable travelling, subsistence, entertainment and other similar out of pocket expenses, including mileage at a rate of £0.50 per mile plus VAT will be charged.

27. Estimate documents are issued where required to the Client detailing all features discussed to date understood by both parties, this should be taken as a scope of works. Details that are not included in estimate documents will be discussed separately and are not included in the estimated timescale or price. The Contractor charges for all time engaged on work for the Client.

28. At any point the Client may request The Contractor to cease work. The Contractor will charge for any time spent to date and will not continue any such works until permission is given by the Client.


29. In the event of an estimate being breached, the Contractor may be willing to discuss an appropriate discount of the hourly rate charged on the appropriate task. The Contractor is however not obliged to do this.

Project Completion

30. Although the Contractor will provide help and support to the Client once a project has been completed, testing is the responsibility of the Client. Support is subject to the support contract agreement. The Contractor advises that the Client does undertake full and thorough testing prior to putting your database, system, application or any other service provided by the Contractor into operation within the Client’s organisation.

Copyright 2020 Smart Wolf Ltd.

Copyright 2020 Smart Wolf Ltd.