Schedule 8 — Consultancy & Professional Services

Schedule 8 – Consultancy & Professional Services

(to be read in conjunction with the Master Terms and Conditions)

1. Definitions

1.1 Terms defined in the Master Terms shall have the same meaning in this Schedule.

1.2 In addition:

“Consultancy / Professional Services” means professional services provided by technologE, including but not limited to business analysis, technical consultancy, project management, programme management, solution design, deployment planning, advisory services, training and other project-based services.

“Deliverables” means the tangible or intangible work products to be delivered by technologE under an Order Form or Statement of Work.

“Project” means a defined engagement with objectives, deliverables, milestones, timescales and Charges as set out in the applicable Order Form or Statement of Work.

“Statement of Work” (SoW) means a document agreed by the parties specifying scope, deliverables, assumptions, dependencies, responsibilities and commercial terms for a Project.

“Call-Out Charge” means the fixed fee payable for the attendance of technologE personnel on site, in addition to any hourly or daily rates.

“Resource” means any member of technologE staff or subcontractor assigned to perform the Consultancy / Professional Services.

2. Contract Formation

2.1 Each Order Form or Statement of Work referencing this Schedule forms a binding contract for the provision of Consultancy / Professional Services and/or Project delivery.

2.2 If there is any conflict between this Schedule and the SoW, the SoW prevails in relation to the relevant Project.

3. Commencement and Term

3.1 Each Project shall commence on the Service Effective Date stated in the SoW or Order Form.

3.2 The Project shall continue until the earlier of: (a) completion of the Deliverables and acceptance by the Customer; or (b) termination in accordance with this Agreement.

4. Charges and Payment

4.1 Charges shall be as set out in the Order Form or SoW, which may include:

(a) day rates, half-day rates, or hourly rates for Consultancy / Professional Services, as set out in the Price List or SoW;

(b) fixed price fees linked to milestones or deliverables;

(c) expenses reasonably incurred (including travel, subsistence, accommodation) in accordance with technologE’s expense policy; and

(d) Call-Out Charges, where applicable, comprising a fixed call-out fee plus the relevant hourly or daily rate for time spent on site, as set out in the Price List or SoW.

4.2 Unless otherwise stated:

(a) invoices will be issued monthly in arrears for time and materials work (including day rates, half-day rates, hourly rates, call-outs and expenses); and

(b) invoices will be issued upon completion of milestones or Deliverables for fixed-price work.

4.3 Minimum Billing Units. Part-hours shall be rounded up to the nearest hour. Ad-hoc remote support not covered by a Managed IT Support schedule or project shall be billed in minimum 15-minute units.

4.4 Travel Time. technologE reserves the right to charge for travel time at the rates set out in the Price List or SoW, together with mileage or other travel expenses, where expressly stated in the Order Form or SoW.

4.5 Out-of-Hours Rates. technologE may charge higher rates for work performed outside Business Hours (09:00–17:30 UK time, Monday to Friday, excluding bank/public holidays in England & Wales), as set out in the Price List or SoW.

5. Delivery and Acceptance

5.1 technologE shall deliver the Consultancy / Professional Services and/or Deliverables with reasonable care and skill.

5.2 Where acceptance criteria are specified in the SoW, the Deliverables will be subject to Customer acceptance testing. Deliverables shall be deemed accepted upon the earlier of:

(a) written confirmation of acceptance by the Customer;

(b) ten (10) Business Days after delivery if no rejection (with reasons) has been notified in writing; or

6. Customer Obligations

The Customer shall:

(a) provide timely access to information, facilities, systems and personnel as reasonably required;

(b) review and provide feedback on Deliverables without undue delay;

(d) not unreasonably delay or prevent technologE from performing the Services; and

(e) be responsible for decisions, approvals and business outcomes derived from the Consultancy / Professional Services.

7. Changes

Any changes to scope, Deliverables, milestones, timescales or Charges shall be managed through a written change control process signed by both parties.

8. Non-Cancellable Bookings

8.1 Where a Resource is booked for specific dates under an Order Form or SoW, the Customer may not cancel without charge unless agreed in writing by technologE.

8.2 If the Customer cancels a booking within five (5) Business Days of the scheduled start date, technologE may charge 50% of the applicable Charges. If cancelled within two (2) Business Days, technologE may charge 100% of the applicable Charges.

9. Intellectual Property

9.1 technologE shall retain ownership of all methodologies, templates, tools, know-how and pre-existing Intellectual Property used or developed in providing the Consultancy / Professional Services.

9.2 The Customer shall have a non-exclusive, royalty-free licence to use Deliverables created specifically for the Customer, solely for its internal business purposes.

10. Termination

10.1 Termination rights are governed by clause 16 of the Master Terms.

10.2 If the Customer cancels a Project without cause:

(a) time and materials engagements – the Customer shall pay for all work performed up to the date of termination, plus any non-cancellable commitments;

(b) fixed-price engagements – the Customer shall pay for completed Deliverables and a fair proportion of work-in-progress, as well as non-cancellable commitments.

11. Liability

Liability is governed by clause 13 of the Master Terms. technologE shall not be liable for business decisions made by the Customer based on advice or Deliverables provided, nor for delays caused by Customer dependencies, failures, or third-party suppliers.