onTerms Professional Services Module v1.0 — Standard Terms (England & Wales)

onterms:proserv:1.0.0:EW · Status: v0.9 DRAFT — Not legal advice.

For implementation, consulting, agency, design and development services delivered under Statements of Work (SOWs). Immutable adopt-verbatim body; the negotiable surface is the typed Elections; composes with CORE, onDPA (onterms:dpa:1.0.0:EW) and the dispute module (onterms:dispute:1.0.0:EW). Capitalised terms from the Dictionary.

0. B2B-only

Each party acts in the course of business, gated by a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2), not a cosmetic checkbox.

1. SOWs & change control

1.1 Each SOW (an Order or Order attachment) defines the services, deliverables, acceptance criteria, fees, timeline and dependencies. The MSA terms here govern every SOW; in conflict on a deliverable-specific matter the SOW governs for that matter only. 1.2 Change control: scope changes take effect only by a written, agreed change request; neither party need perform out-of-scope work, and the Provider is not in breach for a slip caused by an unapproved change or the Customer's delay in dependencies.

2. Engagement model & fees

2.1 The SOW elects time-and-materials (charged at agreed rates against actuals, with any cap) or fixed-fee (against milestones). 2.2 Invoicing per the SOW; undisputed invoices payable within the elected payment days; overdue B2B debt carries interest under the Late Payment of Commercial Debts (Interest) Act 1998. Pre-agreed, evidenced expenses are reimbursed.

• proserv.engagement.model · enum {time_and_materials, fixed_fee} · fixed_fee
• proserv.engagement.tmCapEnabled · bool · false · proserv.engagement.tmCapAmount · money-string ≥ "0.00" · "0.00"
• proserv.payment.paymentDays · int 14–60 · 30 · proserv.expensesBilledSeparately · bool · true

3. Acceptance

3.1 Deliverables are reviewed against the SOW acceptance criteria within the elected acceptance window; the Customer either accepts or gives a written, specific list of non-conformities. 3.2 Deemed acceptance on Customer silence past the window, or on first productive use. The Provider corrects validly-notified non-conformities and re-submits; repeated correction failure lets the Customer reject the affected deliverable and recover fees paid for it.

• proserv.acceptance.windowBusinessDays · int 3–20 · 10 · proserv.acceptance.deemedOnTimeout · bool · true

4. IP in deliverables

4.1 Default per Election: assigned to the Customer on full payment (present assignment of future copyright, s.91 CDPA 1988) or licensed (Provider retains ownership, grants a perpetual non-exclusive licence). 4.2 Regardless, the Provider retains its Background IP, tools, know-how and reusable components, and grants a licence to them as needed to use the deliverables. 4.3 Open-source components are disclosed and used under their own licences. Assignment never extends to Background IP or third-party materials.

• proserv.ip.deliverables · enum {assigned_on_payment, licensed} · assigned_on_payment
• proserv.ip.backgroundLicence · enum {perpetual_nonexclusive, term_only} · perpetual_nonexclusive

5. Warranties

The Provider warrants the services are performed with reasonable skill and care, in a professional and workmanlike manner, by suitably qualified personnel, and that deliverables will conform in material respects to the SOW for the elected warranty period; sole remedy for breach is re-performance/correction, failing which a refund of fees for the non-conforming work. Otherwise services are provided without further warranty to the extent permitted.

• proserv.warranty.periodDays · int 30–180 · 90

6. People

6.1 Key personnel named in a SOW are not substituted without reasonable notice and a comparably-qualified replacement at no extra cost. 6.2 Non-solicitation: during the engagement and for a bounded period after, neither party knowingly solicits the other's personnel directly involved, excluding general advertising and unsolicited approaches; unbounded non-solicitation is non-standard. 6.3 Subcontracting is permitted; the Provider remains responsible for subcontractors.

• proserv.nonSolicit.tailMonths · int 0–12 · 6 (capped; longer is non-standard → human)

7. Dependencies & delay

The Customer provides the access, information, decisions, environments and personnel the SOW requires, on time. Customer delay or default extends timelines and, for fixed-fee, may convert affected work to T&M on notice; the Provider is not liable for delay caused by Customer dependencies.

8. Data protection

Any Processing of personal data is governed by onDPA (incorporated by reference).

9. Term, termination & liability (CORE)

9.1 Term/termination per CORE; either party may terminate a SOW for uncured material breach; on termination the Customer pays for services performed and accepted deliverables to date. 9.2 Liability — CORE architecture, fee-scaled [fix X-1/X-3]. General cap = the greater of (a) the elected multiple × the charges paid and payable under the relevant SOW and (b) the monetary floor. For a non-recurring SOW the cap base is the SOW charges, not "trailing-12-months". The monetary floor is one-directional: it raises the cap only on claims brought by the small supplier (the Provider); it is never the Provider's own exposure ceiling — the Provider's exposure tracks the multiple × SOW charges. 3× super-cap for data/security; fixed uncapped carve-outs (death/PI, fraud, IP indemnity, confidentiality, payment); consequential loss excluded both ways. 9.3 Disputes per the dispute module; governing law England & Wales (CORE allowlist default).

Elections (consolidated)

Hard-coded E&W overlays (not Elections)

CRTPA 1999 excluded; death/PI + fraud never excluded; UCTA-reasonable mirrored caps with a one-directional floor (raises the Provider's claim cap, never its exposure ceiling); uncapped carve-outs (IP indemnity, confidentiality, payment); Late Payment Act applies; governing law E&W default; composes with CORE/onDPA/dispute.