Terms & Conditions.

Introduction

 ONEXPAND SOFTWARE INTEGRATION POLICY

 1. Introduction

This policy outlines the terms and conditions under which SMEXPAND LTD ("Supplier") provides software development and API integration services to its customers ("Customer"). By engaging with SMEXPAND LTD, you agree to comply with these terms.

2. Definitions

  • Agreement: This policy for the provision of services.

  • Confidential Information: Information disclosed by one party to the other under this Agreement, marked as confidential.

  • Deliverables: All items supplied by the Supplier, including software, data, and reports.

  • Effective Date: The start date of the Agreement.

  • Intellectual Property Rights: All IP rights owned or used by the Supplier.

  • Services: Services described in Schedule 1 of this Agreement.

  • Service Charges: Charges for the Services as set out in Schedule 2.

  • Service Levels: Performance targets as set out in Schedule 3.

  • Working Day: Any day except Saturday, Sunday, or public holidays in England and Wales.

3. Provision of Services

The Supplier agrees to provide services from the Effective Date as per Schedule 1, either on an ongoing basis or in response to specific requests from the Customer.

4. Term and Termination

The Agreement begins on the Effective Date and continues for 12 months unless terminated earlier by either party under specific conditions.

5. Service Performance

The Supplier shall:

  • Provide services with reasonable care and skill.

  • Adhere to commercial standards and applicable laws, including anti-bribery and data protection regulations.

6. Customer Obligations

The Customer must:

  • Cooperate with the Supplier.

  • Provide necessary equipment and information.

  • Obtain all required licenses and comply with relevant legislation.

7. Defective Services

The Supplier shall:

  • Notify the Customer of any delays or problems.

  • Use reasonable efforts to rectify any defects promptly.

  • Credit the Customer against the Service Charges for defects.

8. Charges and Payment

The Customer shall pay the Service Charges as set out in Schedule 2, inclusive of any applicable VAT. Payments are due within 30 days of invoice receipt. Delayed payments may incur interest and suspension of services.

9. Change Control

The Customer can request changes to the volume or specification of services, which the Supplier will consider and respond to within 7 Working Days.

10. Liability and Insurance

The Supplier is not liable for any costs arising from the Customer’s actions or omissions. Both parties are required to maintain adequate insurance.

11. Confidentiality

Both parties agree to maintain confidentiality of disclosed information except as required by law or for performing the Agreement.

12. Intellectual Property

The Supplier retains all Intellectual Property Rights to Deliverables, licensing them to the Customer as necessary for using the services.

13. Data Protection

Both parties shall comply with their respective obligations under applicable data protection laws.

PART A: General Data Protection Terms

1.    Definitions:

    • Data Protection Laws: Any applicable law relating to the processing of Personal Data, including the GDPR and any related guidance.

    • GDPR: The UK General Data Protection Regulation.

    • Protected Data: Personal Data received from or on behalf of the Customer in connection with the Supplier's obligations under this Agreement.

    • Sub-processor: Any third party engaged by the Supplier to process Protected Data.

2.    Roles:

    • The Customer is a Controller and the Supplier is a Processor of Protected Data.

3.    Compliance:

    • The Supplier shall comply with all Data Protection Laws and ensure Sub-Processors do the same.

4.    Indemnity:

    • Each party indemnifies the other against breaches of Data Protection Laws by its employees or agents.

5.    Processing:

    • The Supplier shall process Protected Data only according to the Customer's written instructions.

6.    Security:

    • The Supplier shall implement appropriate measures to protect Protected Data.

7.    Sub-processing:

    • Sub-processors may only process Protected Data with the Customer’s prior written permission and under a contract with equivalent data protection obligations.

8.    Assistance:

    • The Supplier shall assist the Customer in responding to Data Subject requests and in complying with other Data Protection Law obligations.

9.    Data Subject Requests:

    • The Supplier will refer all Data Subject requests to the Customer promptly.

10. International Transfers:

    • The Supplier will not transfer Protected Data outside the UK or EEA without the Customer’s written consent.

11. Audits and Records:

    • The Supplier shall make available necessary information to demonstrate compliance and allow audits by the Customer.

12. Breach:

    • The Supplier shall notify the Customer promptly of any Personal Data Breach.

13. Return/Deletion of Protected Data:

    • Upon termination, the Supplier shall delete or return all Protected Data to the Customer.

PART B: Data Processing Details

1.    Subject-Matter of Processing:

    • Provision of the agreed Services and related technical support.

2.    Duration:

    • Term of the Agreement plus the period until return/deletion of all Protected Data.

3.    Nature and Purpose:

    • Processing for providing the Services.

4.    Types of Personal Data:

    • Names, addresses, emails, phone numbers, marital status, gender, National Insurance Number, passport number, driving license details.

5.    Categories of Data Subjects:

    • Data Subjects whose data is collected or transferred in connection with the Services.

14. Anti-Bribery

The Supplier shall comply with all applicable anti-bribery laws and maintain relevant policies.

15. Non-Solicitation

The Customer agrees not to solicit or employ any of the Supplier’s employees involved in providing the services for 6 months after the last service date.

16. Force Majeure

Neither party is liable for failures or delays caused by circumstances beyond their control. Affected obligations are suspended for the duration of such events.

17. Notices

Notices under this Agreement must be in writing and delivered by post, hand, or email, deemed received as per specified timelines.

18. Governing Law and Jurisdiction

This Agreement is governed by the law of England and Wales, with disputes subject to the exclusive jurisdiction of English and Welsh courts.

Contact Information

For any queries or further information, please contact us at:

SMEXPAND LTD
124 City Road, London, EC1V 2NX
or via the contact forms on this site.

Our email is privacy@onexpand.co.uk