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  • IRW Blog · IRW Blog
    Council Land Engineering Cumbria Constabulary Lee and Thompson About Contact Blog Prev 1 Next Green Light for G Cloud Tuesday January 20 2015 Sarah G Communications Assistant IRW successful in G Cloud application Cloud The team Topics Net 1 Awards 1 Azure 1 benefits 1 Cloud 1 CMS 1 Codegarden 1 collaboration 1 Collaboration 2 Computex 1 conference 2 css 2 Data 1 Discovery Process 2 Education 1 Film 2 FOCUS West 1 growth 2 hardboiled web design 1 Higher Education 1 html5 1 HTML5 3 Inteview 2 IRW 5 IRW Systems 4 js 2 Microsoft 3 mobile first 1 Mobile Technology 4 New Technology 3 PC 1 Power BI 1 Practise 1 responsive design 2 Responsive Design 1 SharePoint 3 Skype 1 social 1 SQL 1 Success 2 Surface Hub 1 Tablet 1 training 3 Umbracians 1 umbraco 2 Umbraco 4 Universities 1 User Experience 4 UX 3 Value Creation 2 Video 2 Web development 4 Website Development 3 Windows 10 2 Work Experience 2 Office Blogs New Office 365 Project Portfolio Dashboard apps are live Learn how DocuSign delivers convenience and security capabilities to Office 365 New to Office 365 in March move from Evernote to OneNote PowerPoint

    Original URL path: http://www.irw.co.uk/blog.aspx?author=Sarah+G (2016-04-24)
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  • IRW Blog · IRW Blog
    Marston Holdings Group Spartan Solutions Stewart Milne Group Ministerial Government Department The Student Loans Company Financial Information Services Aon RM Capital South Lanarkshire Council Land Engineering Cumbria Constabulary Lee and Thompson About Contact Blog Prev 1 Next Umbraco CodeGarden 2015 Thursday July 9 2015 Darren Clark Senior Developer IRW Systems sent our Umbraco expert Darren Clark to Umbraco CodeGarden 2015 Umbraco CodeGarden has be running for 8 years and we thought it was time Darren met the team behind the awesome NET Open Source CMS and his fellow Umbracians Have a read about what he got up to Net CMS Codegarden IRW IRW Systems training Umbracians umbraco Web development Website Development The team Topics Net 1 Awards 1 Azure 1 benefits 1 Cloud 1 CMS 1 Codegarden 1 collaboration 1 Collaboration 2 Computex 1 conference 2 css 2 Data 1 Discovery Process 2 Education 1 Film 2 FOCUS West 1 growth 2 hardboiled web design 1 Higher Education 1 html5 1 HTML5 3 Inteview 2 IRW 5 IRW Systems 4 js 2 Microsoft 3 mobile first 1 Mobile Technology 4 New Technology 3 PC 1 Power BI 1 Practise 1 responsive design 2 Responsive Design 1 SharePoint 3 Skype 1 social 1 SQL 1 Success 2 Surface Hub 1 Tablet 1 training 3 Umbracians 1 umbraco 2 Umbraco 4 Universities 1 User Experience 4 UX 3 Value Creation 2 Video 2 Web development 4 Website Development 3 Windows 10 2 Work Experience 2 Office Blogs New Office 365 Project Portfolio Dashboard apps are live Learn how DocuSign delivers convenience and security capabilities to Office 365 New to Office 365 in March move from Evernote to OneNote PowerPoint Designer updates and more What s new Office 365 Video What s new for admins in SharePoint Server 2016 Microsoft Dynamics CRM Team

    Original URL path: http://www.irw.co.uk/blog.aspx?author=Darren+Clark (2016-04-24)
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  • Terms & Conditions Part 1 · IRW Systems
    the Bespoke Software to operate correctly and without the intervention of the Company otherwise the Company will be entitled to recover any costs associated in such involvement at normal day rates 3 1 5 ensure that where the Company provides access to or installs any version of the Bespoke Software until this has been Accepted or until any agreed remaining work has been completed by the Company the Client will not unless agreed with the Company in writing in advance use the Bespoke Software as a live system nor load or enter live data nor require the Company to process restore or otherwise do work on or with such data Any time or costs incurred by the Company as a result of any such actions will be fully recoverable from the Client at or before project completion Further any live use of the Bespoke Software prior to Acceptance will deem the Bespoke Software and any work requested or required by the Client to be carried out to the Bespoke Software by the Company not to be part of the Services and will be provided as Support services in accordance with Part 2 of the Schedule 3 1 6 ensure that the Client or a Third Party on behalf of the Client will not work on amend the Bespoke Software before Acceptance unless agreed in writing in advance by the Company Where the Client has not secured such agreement from the Company prior to the Client or a Third Party working on amending the Bespoke Software before Acceptance this renders any liability of the Company for any aspect of Bespoke Software as invalid as the Company is not then in control of the application Further any work the Company may be asked to or requires to undertake in respect of the related actions or needs of a Third Party will also be out of scope and chargeable 3 1 7 not carry out any unauthorised alteration adaptation or modification of the Bespoke Software 3 1 8 permit the Company access to the Client Site and the Equipment during Service Hours 3 1 9 ensure that all prerequisites set out in the Working Document are carried out prior to the Company commencing work or going onto the Client Site 3 1 10 ensure that all the requirements of health and safety legislation and procedures are and continue to be met with regard to the Site and the Equipment 3 1 11 maintain adequate insurance in respect of its potential liability to the personnel performing the Services on behalf of the Company 3 1 12 make available all passwords and or digital certificates required for the Company to deliver and complete the Services or supply staff with access to such information at the time the Services are being provided 3 1 13 only dispose of packaging for Deliverables that are accepted as being in full working order 3 2 The Client warrants that 3 2 1 in respect of any Third Party Software 3 2 1 1 the Client has entered into and has fully complied and shall at all times fully comply with the terms of the relevant Licence Agreement and 3 2 1 2 the Company and its sub contractors are permitted to use modify adapt install and alter the Third Party Software for the purpose of developing the Bespoke Software or 3 2 1 3 consent to such use modification adaptation installation and alteration by the Company has been obtained from the relevant Third Party Licensor 3 2 2 the Equipment and the Third Party Software have been and will be used entirely in accordance with manufacturers instructions and recommendations and that no unauthorised use alteration adaptation installation or modification has taken place or will take place in breach of the Licence Agreements in place 3 2 3 it has full authority and power to authorise all necessary works required to the Site to be carried out to enable any equipment to be installed and cables laid 3 3 Where personnel are supplied by the Company on a contract basis and are required to work in accordance with instructions given from time to time by or on behalf of the Client the Client shall 3 3 1 ensure that such instructions are provided with sufficient notice and detail to enable completion to the Client s required standards 3 3 2 approve personnel s leave of absence which shall not be chargeable which shall not be unreasonably refused 3 3 3 approve and sign off the personnel s weekly activity reports on a weekly basis 3 4 The Client agrees to provide full responses in the shortest timescales to requests for information and assistance and acknowledges that the Company will not be responsible for problems arising as a result of failure to do so 3 5 Where project management is undertaken by the Client the Client shall ensure that time scales and targets including performance related targets and milestones it sets are reasonably achieved 3 6 The Client shall at all times perform its obligations hereunder with due skill and care in a timely professional and reliable manner use its reasonable endeavours to comply with any agreed timescales and to respond to Company requests in under 5 Working Days 3 7 The Client shall promptly sign off the task sheet or Working Document upon completion of the detailed schedule of work or in the case of stage projects at intervals as detailed in the relevant document 3 8 The Client hereby warrants represents and undertakes that in so far as the Client is aware use by the Company of any information software hardware documentation drawings specifications data or other materials made available by the Client to the Company for the purposes of providing the Services will not infringe the Intellectual Property Rights of any third party 3 9 The Client shall indemnify and hold the Company harmless from any and all loss costs damages and expenses arising out of any breach of Condition 3 7 4 CHARGES 4 1 In consideration for providing the Services to the Client the Client shall pay the Company the charges set out on the front page of this Contract together with the requisite deposit plus any cancellation or additional fees that might arise due to breach of the Conditions by the Client 4 2 Any fees and charges arising under this Contract are exclusive of VAT and where appropriate the Client must pay VAT to the Company in addition to such fee or charge 4 3 Service fees and charges will be paid by the Client within 30 days of invoice or as otherwise stipulated in the Contract together with VAT at the prevailing rate 4 4 Invoices will normally be provided within 30 days of the amount becoming due Reminders and final notices may be issued however the Company is not obliged to issue these before deeming the Client in breach of these Conditions 4 5 The Client will in addition to such fees and charges pay interest to the Company upon the amount of any invoice which is overdue from the date of invoice to the date of actual payment at 2 above the base rate of the Royal Bank of Scotland plc per month 4 6 In the event that there is any dispute concerning a payment due from the Client to the Company it shall be dealt with in accordance with Conditions 13 14 16 and 23 except that the meeting shall where practical be between the Chief Executive Officers of each of the Client and the Company 5 ACCEPTANCE TESTING 5 1 Prior to completion of the development of the Bespoke Software the Company shall run system testing of the Bespoke Software at its premises on request of the Client The Company agrees to grant such access to its premises to such representatives of the Client as the Client reasonably requires to be present at the relevant system testing 5 2 Upon completion of the Bespoke Software and the testing by the Company detailed in Condition 25 1 the Company shall deliver to the Client a CD ROM or other suitable media version of the Bespoke Software for installation at the Client s Site by the Client or Company Once the Bespoke Software has been installed the Client shall notify the Company and the parties shall work together in good faith to conduct the Acceptance Tests 5 3 The Acceptance Tests shall take the form to be agreed between the parties in good faith During a period of fifteen 15 Working Days following the last date of signature of this Contract the Client shall deliver to the Company proposed acceptance criteria and test data if in scope If requested by the Client at any time after signature of this Contract the Company shall provide the Client with reasonable assistance in the preparation of such acceptance criteria and test data The parties shall use reasonable endeavours to agree the proposed acceptance criteria and test data as soon as possible after the date of delivery to the Company and once agreed in writing by both parties such proposed acceptance criteria and test data shall constitute the Acceptance Tests If the parties fail to agree on the form of Acceptance Tests within a further period of fifteen 15 Working Days or such other period as may be agreed between the parties either party may terminate this Contract with immediate effect 5 4 The Client shall carry out the agreed Acceptance Tests on the Bespoke Software within five 5 Working Days of the Bespoke Software s delivery to the Client or being made available to the Client The Acceptance Tests shall be started as soon as reasonably possible after installation and shall be run continuously during Service Hours The Client shall give the Company at least twenty four 24 hours notice of the start of the Acceptance Tests and permit the other Company to observe all or any part of the testing 5 5 If the Bespoke Software or any part thereof fails to pass the Acceptance Tests the Client shall within two 2 days from the completion of the Acceptance Tests or any part of these tests provide notice to the Company this effect giving details of such failure s The Company shall remedy the defects and deficiencies and the relevant Acceptance Test s shall be repeated as soon as reasonably possible 5 6 If the Bespoke Software or any part thereof fails to pass any repeated Acceptance Test s within four 4 weeks from the date of the first Acceptance Tests 5 6 1 the Client may by written notice to the Company choose at its sole discretion to fix a new date for carrying out further tests on the Bespoke Software on the same terms and conditions If the Bespoke Software fails such further tests then the Client may request a repeat test under this Condition 5 6 1 or to proceed under Condition 5 6 2 5 6 2 following the procedure under Condition 5 6 1 the Client may accept the Bespoke Software subject to agreement between the parties of amended acceptance criteria and or test data amended Specification and or alteration in the sums payable under this Contract as after taking into account all the relevant circumstances is reasonable or 5 6 3 either party may terminate this Contract with immediate effect by giving written notice to the other party 6 ACCEPTANCE OF THE BESPOKE SOFTWARE 6 1 Acceptance of the Bespoke Software shall be deemed to have occurred on whichever is the earliest of 6 1 1 the signing by the Client of an acceptance certificate for the Bespoke Software following successful completion of the Acceptance Tests or 6 1 2 the expiry of ten 10 days after the completion of all Acceptance Tests where the Client has not given any notice under Condition 5 6 above 6 2 Where Services have been provided to the Client in accordance with this Contract and the Client has not undertaken any required user testing preparation of acceptance criteria or test data acceptance tests feedback or sign off within a period of fifteen 15 Working Days after expiry of the relevant period provided by this Contract other than as a consequence of the delay or fault of the Company the Bespoke Software will be deemed to be accepted 7 CHANGE CONTROL PROCEDURE 7 1 The Client may by giving written notice to the Company at any time during the term of this Contract request a change to the Bespoke Software 7 2 Within seven 7 days of receipt of such notice subject to the change being viable the Company shall at its rates then in force prepare for the Client a written quote chargeable in itself for any increase or decrease in the sums payable by the Client under this Contract and of any effect that the requested change would have on the scope of the Services 7 3 Should the request made not be viable the Company shall within seven 7 Working days of the request notify the Client of this qualifying why and where possible suggest an alternative also which is chargeable 7 4 Within seven 7 working days of receipt of the written quote referred to in Condition 7 2 the Client shall inform the Company in writing of whether or not the Client wishes the requested change to be made If the change is required the Company shall not make the requested change until the parties have agreed and signed a written agreement specifying in particular any changes to the scope of the Services and the charges payable to the Company 8 MANAGEMENT OF RELATIONSHIP 8 1 The Company shall appoint a Project Manager and the Company shall procure that the Project Manager shall 8 1 1 be responsible for the management of all Services under these Conditions and 8 1 2 organise and attend regular meetings with the Client s Project Manager as required by the Client from time to time 8 2 The Client shall appoint a Project Manager and the Client shall procure that he she shall 8 2 1 liaise regularly with the Company s Project Manager and 8 2 2 attend regular meetings with the Company s Project Manager 8 3 The Company shall procure that its staff shall at all times while on the Client s premises comply with the Client s regulations regarding health safety disciplinary and security matters as reasonably notified to them from time to time 9 INTELLECTUAL PROPERTY RIGHTS 9 1 The Client acknowledges that any and all Intellectual Property Rights in the Tools are owned by and shall remain at all times the exclusive property of the Company 9 2 The Client will not delete any proprietary marks on any third Party Software 9 3 If any third party Intellectual Property Rights are used the Company shall obtain all necessary consents approvals and licences for the use of the same and advise the Client of any conditions or terms or costs attached to the same 9 4 If any part of the Services supplied by the Company to the Client infringes or is alleged to have infringed the Intellectual Property Rights of any third party the Company will as soon as is reasonably practicable unless such material has been obtained from the Client replace the infringing part or code as the case may be at its own expense with non infringing material 9 5 Unless otherwise agreed all Intellectual Property Rights arising from or relating to the Bespoke Software shall remain the exclusive property of the Company 10 CONFIDENTIALITY 10 1 Each party shall treat the Confidential Information as secret and confidential and other than as set out in Conditions 10 2 and 10 3 not use copy or disclose the Confidential Information or any part of the Confidential Information except insofar as may be necessary for the proper fulfilment of its obligation under these Conditions subject always to the provisions of Condition 10 3 10 2 The obligations contained in Condition 10 1 shall not apply to information or data which 10 2 1 is in or enters the public domain otherwise than by breach of these Conditions 10 2 2 is known to the recipient prior to its receipt and is at its free disposal 10 2 3 is received from an independent third party having the right to disclose the same or 10 2 4 is required to be disclosed by law to any court or other competent authority 10 3 The Company may summarise its current or past projects for purposes of publicity in various media unless otherwise agreed in writing with the Client 10 4 The obligations contained in this Condition 10 shall survive any termination of this Contract for a period of five 5 years 11 LIMITATION OF LIABILITY 11 1 The express obligations of the Company in condition 2 are to the fullest extent permitted by law in lieu of and to the exclusion of any warranty conditions term undertaking or representation of any kind whether express implied statutory or otherwise relating to the BESPOKE SOFTWARE or anything supplied or the Services provided in this CONDITION 11 referred together as a warranty including without limitation a warranty as to the condition quality performance or fitness for purpose of any OF the Services or any aspect of them 11 2 Subject to CONDITION 11 4 the Company will not be liable for any indirect or consequential loss damage cost or expense of any kind whatever and however caused whether arising under contract delict including negligence or otherwise including without limitation loss of production loss of or corruption to data loss of profits or of contracts loss of operation time loss of goodwill or anticipated savings even if the Company has been advised of their possibility 11 3 subject to condition 11 4 the maximum liability of the company or

    Original URL path: http://www.irw.co.uk/terms-and-conditions/terms-and-conditions-part-1.aspx (2016-04-24)
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  • Terms & Conditions Part 2 · IRW Systems
    A On the next planned upgrade Please note that Response refers to all and any action by the Company in response to the communication from the Client whether by telephone fax email or site visit All Response Times are based on responding during Service Hours during Working Days only 2 7 For the avoidance of doubt the Company shall not be obliged to provide the Services until the Working Document has been signed by both Client and the Company and the Company has received a written Order from the Client 2 8 The Company s obligation to provide the Services is subject to any applicable Licence Agreements being in force 2 9 Where the Company has not provided the core underlying licences or applications to a Client the Company will not be liable for any faults bugs or incidents relating to such core software and any time and resources that have to be applied by the Company to issues found to be or related to such core software will be out of the scope of the Services being provided and subject to separate charges 2 10 Services bought from the Company for and under an annual must be consumed by the Client within the Support Period or will become null at the renewal expiry date No Services will be provided after expiry of the Support Period in respect of any unused or unallocated work from the period ended 2 11 The Company will 2 11 1 use reasonably competent staff in the performance of the Services and perform the Services with reasonable care and skill and if the Company prefers utilise an approved sub contractor 2 11 2 use reasonable endeavours to meet any request from the Client for the provision of Services out of the Service Hours 2 11 3 use reasonable endeavours to remedy free of charge any faulty work done by the Company provided that the Client notifies the Company in writing of the fault within seven days after the work is carried out 2 11 4 provide proof of qualifications and experience of proposed personnel and to make same subject to interview upon reasonable request from the Client where specialist skills are deemed necessary 2 11 5 use reasonable endeavours to ensure that personnel assigned to any task remain employed in the performance of that task through to completion and if not possible use reasonable endeavours to provide a suitable replacement within a reasonable timescale 2 12 The Company will not be responsible for any delay in the provision of the Services or failure to achieve targets set by the Client arising out of 2 12 1 any breakdown in project management by the Client or 2 12 2 as a consequence of any breach by the Client of its obligations under these Conditions 2 12 3 any non acceptance delay in or non payment by the Client of any charges due under the Contract or as a result of an extension offered 2 13 The Company shall have no obligation to provide support to the Client if faults arise from 2 13 1 misuse incorrect use of or damage to the Software from whatever cause including failure or fluctuation or electrical power 2 13 2 failure to maintain the necessary environmental conditions for use of the Software 2 13 3 use of the Software in combination with any equipment or software not provided or designated by the Company or any fault in any such equipment or software 2 13 4 relocation of the Software by any person other than the Company or a person acting under the Company s instructions 2 13 5 any breach of the Client s obligations under this Contract or having the Software maintained by a third party 2 13 6 operator error hosting or infrastructure where not provided by the Company or in the scope of the Services provided Any time required to be spent and issues that are found to be related to any of the above issues will be debited from the Bank or at the Company s then standard normal rates if preferred by the Client 3 THE CLIENT S DUTIES 3 1 The Client shall 3 1 1 ensure that any applicable Licence Agreements are valid and in force and permit the Company and its sub contractors to use install and where necessary modify adapt or alter the Third Party Software for the purpose of providing the Services 3 1 2 use only skilled and competent operatives in relation to the Services 3 1 3 make available all such facilities as the Company shall reasonably require to provide the Services 3 1 4 ensure that any equipment or software maintained by a third party on behalf of the Client is both working and configured correctly and promptly to allow the Software to operate correctly and without the intervention of the Company otherwise the Company will be entitled to recover any costs associated in such involvement at normal day rates 3 1 5 not carry out any unauthorised alteration adaptation or modification of the Software 3 1 6 permit the Company access to the Site and the Equipment during Service Hours 3 1 7 ensure that all prerequisites set out in the Working Document are carried out prior to providing the Services 3 1 8 ensure that all the requirements of health and safety legislation and procedures are and continue to be met with regard to the Site and the Equipment 3 1 9 maintain adequate insurance in respect of its potential liability to the personnel performing the Services on behalf of the Company 3 1 10 make available all passwords and or digital certificates required for the Company to deliver and complete the Services or supply staff with access to such information at the time the Services are being provided 3 2 The Client warrants that 3 2 1 in respect of any Third Party Software 3 2 1 1 the Client has entered into and has fully complied and shall at all times fully comply with the terms of the relevant Licence Agreement and 3 2 1 2 the Company and its sub contractors are permitted to use modify adapt install and alter the Third Party Software for the purpose of providing the Services or 3 2 1 3 consent to such use modification adaptation installation and alteration by the Company has been obtained from the relevant Third Party Licensor 3 2 2 the Equipment and the Third Party Software have been and will be used entirely in accordance with manufacturers instructions and recommendations and that no unauthorised use alteration adaptation installation or modification has taken place or will take place in breach of the Licence Agreements in place 3 2 3 it has full authority and power to authorise all necessary works required to the Site to be carried out to enable any equipment to be installed and cables laid 3 3 Where personnel are supplied by the Company on a contract basis and are required to work in accordance with instructions given from time to time by or on behalf of the Client the Client shall 3 3 1 ensure that such instructions are provided with sufficient notice and detail to enable completion to the Client s required standards 3 3 2 approve personnel s leave of absence which shall not be chargeable which shall not be unreasonably refused 3 3 3 approve and signoff the personnel s weekly activity reports on a weekly basis 3 4 The Client agrees to provide full responses in the shortest timescales to requests for information and assistance and acknowledges that the Company will not be responsible for problems arising as a result of failure to do so 3 5 Where project management is undertaken by the Client the Client shall ensure that time scales and targets including performance related targets and milestones it sets are reasonably achieved 3 6 The Client shall at all times perform its obligations hereunder with due skill and care in a timely professional and reliable manner and use its reasonable endeavours to comply with any agreed timescales 3 7 The Client shall promptly sign off the task sheet or Working Document upon completion of the detailed schedule of work or in the case of stage projects at intervals as detailed in the relevant document 3 8 The Client hereby warrants represents and undertakes that in so far as the Client is aware use by the Company of any information software hardware documentation drawings specifications data or other materials made available by the Client to the Company for the purposes of providing the Services will not infringe the Intellectual Property Rights of any third party 3 9 The Client shall indemnify and hold the Company harmless from any and all loss costs damages and expenses arising out of any breach of Condition 3 7 4 CHARGES 4 1 In consideration for providing the Services to the Client the Client shall pay the Company the fee set out on the front page of this Contract The Client shall also pay any cancellation or additional fees that might arise due to breach of the Conditions by the Client Such fee shall be paid immediately upon signature of this Contract by the Client in advance of providing the Services 4 2 Any fees and charges arising under this Contract are exclusive of VAT and where appropriate the Client must pay VAT to the Company in addition to such fee or charge 4 3 Any invoices issued will be paid within 30 days of issue Reminders and final notices may be issued however the Company is not obliged to issue these before deeming the Client in breach of these Conditions 4 4 The Client will in addition to such fees and charges pay interest to the Company upon the amount of any invoice which is overdue from the date of invoice to the date of actual payment at 2 above the base rate of the Royal Bank of Scotland plc per month 4 5 In consideration of payment of the fee the Client shall be entitled to consume a set number of support Units from the Bank which can either be under Model A or Model B or a combination of both Models 4 6 If the initial agreed number of Units is consumed by the Client during the Support Period additional Units may be purchased to top up the Bank as required Additional units may be purchased in blocks of 5 at a cost of 3 500 plus VAT for each block of 5 5 OPERATION OF THE BANK 5 1 Incidents and or Manday Support Units will be consumed at a minimum of one per month unless otherwise agreed in writing whether or not an actual support incident or Unit has been logged Such Unit will cover the project management and housekeeping work component provided by the Company if this amounts up to one Manday Unit for the relevant month If the time consumed is over one Unit then this will be logged and debited in addition 5 2 Any actual time spent by the Company will be logged in 30 minute minimum blocks The Company shall aim for no more than one Manday Unit per month for project management and housekeeping activities but if additional project management or administration is required or requested by the Client this will be logged for communication in the next monthly report 5 3 If a number of Units are not consumed the Client may elect to request systems development or amendment work on the basis of one day of development consuming 2 Units If the Client elects to convert Incidents to development days a bank of one Unit per month should be retained throughout the Support Period No more than two development days per month are permissible although this may be increased at the sole discretion of the Company A maximum of 80 of all Units may be converted to development days Development days can only be during Working Days and provided that at least 14 days prior written notice is given If development is requested during the final three months of the Support Period at least 28 days prior written notice must be given for consuming any remaining Units 5 4 All Units must be consumed within the Support Period or they will be forfeited 5 5 If a number of Incidents or Manday Units occur within the same month the standard service Unit consumption will form part of the total used So for example if two Units are consumed via Incidents or Manday Units occurring within a month the total deduction will be two Units 5 6 If the Client is requested to investigate an issue up to one half of a Unit will be deemed to be consumed from the Bank The Company shall notify the Client whether the output is to be under Model A in which case an Incident Unit will be used from the Bank or a Model B issue in which case a Manday Unit will be deemed to be consumed 6 CHANGE CONTROL PROCEDURE 6 1 The Client may by giving written notice to the Company at any time during the term of this Contract request a change to the Services 6 2 Within seven 7 days of receipt of such notice subject to the change being viable the Company shall at its rates then in force prepare for the Client a written quote for any increase or decrease in the sums payable by the Client under this Contract and of any effect that the requested change would have on the scope of the Services 6 3 Should the request made not be viable the Company shall within seven 7 working days of the request notify the Client of this qualifying why and where possible suggest an alternative 6 4 Within seven 7 working days of receipt of the written quote referred to in Condition 7 2 the Client shall inform the Company in writing of whether or not the Client wishes the requested change to be made If the change is required the Company shall not make the requested change until the parties have agreed and signed a written agreement specifying in particular any changes to the scope of the Services and the charges payable to the Company 7 MANAGEMENT OF RELATIONSHIP 7 1 The Company shall appoint a Project Manager and the Company shall procure that the Project Manager shall 7 1 1 be responsible for the management of all Services under these Conditions and 7 1 2 organise and attend regular meetings with the Client s Project Manager as required by the Client from time to time 7 2 The Client shall appoint a Project Manager and the Client shall procure that he she shall 7 2 1 liaise regularly with the Company s Project Manager and 7 2 2 attend regular meetings with the Company s Project Manager 7 3 The Company shall procure that its staff shall at all times while on the Client s premises comply with the Client s regulations regarding health safety disciplinary and security matters as reasonably notified to them from time to time 8 INTELLECTUAL PROPERTY RIGHTS 8 1 The Client acknowledges that any and all Intellectual Property Rights in the Tools are owned by and shall remain at all times the exclusive property of the Company 8 2 No title or rights of ownership copyright or any other Intellectual Property Rights in the Software is or will be transferred to the Client 8 3 The Client will not delete any proprietary marks on the Software 8 4 If any third party Intellectual Property Rights are used the Company shall obtain all necessary consents approvals and licences for the use of the same and advise the Client of any conditions or terms or costs attached to the same 8 5 If any part of the Services supplied by the Company to the Client infringes or is alleged to have infringed the Intellectual Property Rights of any third party the Company will as soon as it reasonably practicable unless such material has been obtained from the Client replace the infringing part or code as the case may be at its own expense with non infringing material 9 CONFIDENTIALITY 9 1 Each party shall treat the Confidential Information as secret and confidential and other than as set out in Conditions 9 1 9 2 and 9 3 not use copy or disclose the Confidential Information or any part of the Confidential Information except insofar as may be necessary for the proper fulfilment of its obligation under these Conditions subject always to the provisions of Condition 9 3 9 2 The obligations contained in Condition 9 1 shall not apply to information or data which 9 2 1 is in or enters the public domain otherwise than by breach of these Conditions 9 2 2 is known to the recipient prior to its receipt and is at its free disposal 9 2 3 is received from an independent third party having the right to disclose the same or 9 2 4 is required to be disclosed by law to any court or other competent authority 9 3 The Company may summarise its current or past projects for purposes of publicity in various media unless otherwise agreed in writing with the Client 9 4 The obligations contained in this Condition 9 shall survive any termination of this Contract for a period of five 5 years 10 LIMITATION OF LIABILITY 10 1 THE EXPRESS OBLIGATIONS OF THE COMPANY IN CONDITION 2 ARE TO THE FULLEST EXTENT PERMITTED BY LAW IN LIEU OF AND TO THE EXCLUSION OF ANY WARRANTY CONDITIONS TERM UNDERTAKING OR REPRESENTATION OF ANY KIND WHETHER EXPRESS IMPLIED STATUTORY OR OTHERWISE RELATING TO THE BESPOKE SOFTWARE OR ANYTHING SUPPLIED OR THE SERVICES OR OTHER SERVICES PROVIDED IN THIS CONDITION 10 REFERRED TOGETHER

    Original URL path: http://www.irw.co.uk/terms-and-conditions/terms-and-conditions-part-2.aspx (2016-04-24)
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  • Terms & Conditions Part 3 · IRW Systems
    employed in the performance of that task through to completion and if not possible use reasonable endeavours to provide a suitable replacement within a reasonable timescale 2 7 The Company will not be responsible for any delay in the provision of the Services or failure to achieve targets set by the Client arising out of 2 7 1 any breakdown in project management by the Client or 2 7 2 as a consequence of any breach by the Client of its obligations under these Conditions 2 7 3 any non acceptance delay in or non payment by the Client of any charges due under the Contract or as a result of an extension offered 3 THE CLIENT S DUTIES 3 1 The Client shall 3 1 1 ensure that any applicable Licence Agreements are valid and in force and permit the Company and its sub contractors to use install and where necessary modify adapt or alter the Third Party Software for the purpose of providing the Services 3 1 2 use only skilled and competent operatives in relation to the Services 3 1 3 make available all such facilities as the Company shall reasonably require to provide the Services 3 1 4 ensure that any equipment or software maintained by a third party on behalf of the Client is both working and configured correctly and promptly to allow the Software to operate correctly and without the intervention of the Company otherwise the Company will be entitled to recover any costs associated in such involvement at normal day rates 3 1 5 not carry out any unauthorised alteration adaptation or modification of the Software 3 1 6 permit the Company access to the Client Site and the Equipment during Service Hours 3 1 7 ensure that all prerequisites set out in the Working Document are carried out prior to the Company commencing work or going onto the Client Site 3 1 8 ensure that all the requirements of health and safety legislation and procedures are and continue to be met with regard to the Site and the Equipment 3 1 9 maintain adequate insurance in respect of its potential liability to the personnel performing the Services on behalf of the Company 3 1 10 make available all passwords and or digital certificates required for the Company to deliver and complete the Services or supply staff with access to such information at the time the Services are being provided 3 1 11 only dispose of packaging for Deliverables that are accepted as being in full working order 3 2 The Client warrants that 3 2 1 in respect of any Third Party Software 3 2 1 1 the Client has entered into and has fully complied and shall at all times fully comply with the terms of the relevant Licence Agreement and 3 2 1 2 the Company and its sub contractors are permitted to use modify adapt install and alter the Third Party Software for the purpose of providing the Services or 3 2 1 3 consent to such use modification adaptation installation and alteration by the Company has been obtained from the relevant Third Party Licensor 3 2 2 the Equipment and the Third Party Software have been and will be used entirely in accordance with manufacturers instructions and recommendations and that no unauthorised use alteration adaptation installation or modification has taken place or will take place in breach of the Licence Agreements in place 3 2 3 it has full authority and power to authorise all necessary works required to the Site to be carried out to enable any equipment to be installed and cables laid 3 3 Where personnel are supplied by the Company on a contract basis and are required to work in accordance with instructions given from time to time by or on behalf of the Client the Client shall 3 3 1 ensure that such instructions are provided with sufficient notice and detail to enable completion to the Client s required standards 3 3 2 approve personnel s leave of absence which shall not be chargeable which shall not be unreasonably refused 3 3 3 approve and signoff the personnel s weekly activity reports on a weekly basis 3 4 The Client agrees to provide full responses in the shortest timescales to requests for information and assistance and acknowledges that the Company will not be responsible for problems arising as a result of failure to do so 3 5 Where project management is undertaken by the Client the Client shall ensure that time scales and targets including performance related targets and milestones it sets are reasonably achieved 3 6 The Client shall at all times perform its obligations hereunder with due skill and care in a timely professional and reliable manner use its reasonable endeavours to comply with any agreed timescales and to respond to Company requests in under 5 Working Days 3 7 The Client shall promptly sign off the task sheet or Working Document upon completion of the detailed schedule of work or in the case of stage projects at intervals as detailed in the relevant document 3 8 The Client hereby warrants represents and undertakes that in so far as the Client is aware use by the Company of any information software hardware documentation drawings specifications data or other materials made available by the Client to the Company for the purposes of providing the Services will not infringe the Intellectual Property Rights of any third party 3 9 The Client shall indemnify and hold the Company harmless from any and all loss costs damages and expenses arising out of any breach of Condition 3 7 4 CHARGES 4 1 In consideration for providing the Services to the Client the Client shall pay the Company the charges set out on the front page of this Contract together with the requisite deposit plus any cancellation or additional fees that might arise due to breach of the Conditions by the Client 4 2 Any fees and charges arising under this Contract are exclusive of VAT and where appropriate the Client must pay VAT to the Company in addition to such fee or charge 4 3 Service fees and charges will be paid by the Client within 30 days of invoice or at any other stipulated point in the Contract together with VAT at the prevailing rate 4 4 Invoices will normally be provided within 30 days of the amount becoming due Reminders and final notices may be issued however the Company is not obliged to issue these before deeming the Client in breach of these Conditions 4 5 The Client will in addition to such fees and charges pay interest to the Company upon the amount of any invoice which is overdue from the date of invoice to the date of actual payment at 2 above the base rate of the Royal Bank of Scotland plc per month 5 ACCEPTANCE TESTING 5 1 If relevant the Supplier shall prior to completion of the Services run system testing of any Systems at its premises The Company agrees to grant such access to its premises to such representatives of the Client as the Client reasonably requires to be present at the relevant system testing 5 2 Upon completion of the testing by the Company detailed in Condition 25 1 the Company shall deliver to the Client a CD ROM or other suitable media version of any Software for installation at the Client s Site by the Client or Company Once the Software has been installed the Client shall notify the Company and the parties shall work together in good faith to conduct the Acceptance Tests 5 3 The Acceptance Tests shall take the form to be agreed between the parties in good faith During a period of ten 10 Working Days following the last date of signature of this Contract the Client shall deliver to the Company proposed acceptance criteria and test data If requested by the Client at any time after signature of this Contract the Company shall promptly provide the Client with reasonable assistance in the preparation of such acceptance criteria and test data The parties shall use reasonable endeavours to agree the proposed acceptance criteria and test data as soon as possible after the date of delivery to the Company and once agreed in writing by both parties such proposed acceptance criteria and test data shall constitute the Acceptance Tests If the parties fail to agree on the form of Acceptance Tests within a further period of fifteen 15 Working Days or such other period as may be agreed between the parties either party may terminate this Contract with immediate effect 5 4 The Acceptance Tests shall be started as soon as reasonably possible after installation and shall be run continuously during Service Hours The Client shall give the Company at least twenty four 24 hours notice of the start of the Acceptance Tests and permit the other Company to observe all or any part of the testing 5 5 If the Systems or any part thereof fails to pass the Acceptance Tests the Client shall within five 5 days from the completion of the Acceptance Tests or any part of these tests provide notice to the Company this effect giving details of such failure s The Company shall remedy the defects and deficiencies and the relevant Acceptance Test s shall be repeated as soon as reasonably possible 5 6 If the Systems or any part thereof fails to pass any repeated Acceptance Test s within four 4 weeks from the date of the first Acceptance Tests 5 6 1 the Client may by written notice to the Company choose at its sole discretion to fix a new date for carrying out further tests on the Systems on the same terms and conditions If the Systems fails such further tests then the Client may request a repeat test under this Condition 5 6 1 or to proceed under Condition 5 6 2 5 6 2 following the procedure under Condition 5 6 1 the Client may accept the Systems subject to agreement between the parties of amended acceptance criteria and or test data amended Specification and or alteration in the sums payable under this Contract as after taking into account all the relevant circumstances is reasonable or 5 6 3 if the Company is unable to correct defects of a nature deeming the Systems not fit for purpose within a period of three 3 months from the commencement of Acceptance Tests under Condition 5 4 to reject the Systems as not being in conformity with the Agreement in which event the Client may terminate this Contract 6 ACCEPTANCE OF THE SYSTEMS 6 1 Acceptance of the Systems shall be deemed to have occurred on whichever is the earliest of 6 1 1 the signing by the Client of an acceptance certificate for the Systems following successful completion of the Acceptance Tests or 6 1 2 the expiry of ten 10 days after the completion of all Acceptance Tests where the Client has not given any notice under Condition 5 6 above 6 2 Where Services have been provided to the Client in accordance with this Contract and the Client has not undertaken any required user testing preparation of acceptance criteria or test data acceptance tests feedback or sign off within a period of fifteen 15 Working Days after expiry of the relevant period provided by this Contract other than as a consequence of the delay or fault of the Company the Systems will be deemed to be accepted 7 CHANGE CONTROL PROCEDURE 7 1 The Client may by giving written notice to the Company at any time during the term of this Contract request a change to the scope of the Services 7 2 Within seven 7 days of receipt of such notice subject to the change being viable the Company shall at its rates then in force prepare for the Client a written quote chargeable in itself for any increase or decrease in the sums payable by the Client under this Contract and of any effect that the requested change would have on the scope of the Services 7 3 Should the request made not be viable the Company shall within seven 7 working days of the request notify the Client of this qualifying why and where possible suggest an alternative also which is chargeable 7 4 Within seven 7 working days of receipt of the written quote referred to in Condition 7 2 the Client shall inform the Company in writing of whether or not the Client wishes the requested change to be made If the change is required the Company shall not make the requested change until the parties have agreed and signed a written agreement specifying in particular any changes to the scope of the Services and the charges payable to the Company 8 MANAGEMENT OF RELATIONSHIP 8 1 The Company shall appoint an Account Manager and or Project Manager and the Company shall procure that the Account Manager shall 8 1 1 be responsible for the management of all Services under these Conditions and 8 1 2 organise and attend regular meetings with the Client s Project Manager as required by the Client from time to time 8 2 The Client shall appoint a Project Manager and the Client shall procure that he she shall 8 2 1 liaise regularly with the Company s Account Manager and 8 2 2 attend regular meetings with the Company s Account Manager 8 3 The Company shall procure that its staff shall at all times while on the Client s premises comply with the Client s regulations regarding health safety disciplinary and security matters as reasonably notified to them from time to time 9 INTELLECTUAL PROPERTY RIGHTS 9 1 The Client acknowledges that any and all Intellectual Property Rights in the Tools are owned by and shall remain at all times the exclusive property of the Company unless otherwise agreed 9 2 If any third party Intellectual Property Rights are used the Company shall obtain all necessary consents approvals and licences for the use of the same and advise the Client of any conditions or terms or costs attached to the same 9 3 If any part of the Services supplied by the Company to the Client infringes or is alleged to have infringed the Intellectual Property Rights of any third party the Company will as soon as it reasonably practicable unless such material has been obtained from the Client replace the infringing part or code as the case may be at its own expense with non infringing material 9 4 Unless otherwise agreed all Intellectual Property Rights arising from or relating to the Bespoke Software shall remain the exclusive property of the Company 10 CONFIDENTIALITY 10 1 Each party shall treat the Confidential Information as secret and confidential and other than as set out in Conditions 10 2 and 10 3 not use copy or disclose the Confidential Information or any part of the Confidential Information except insofar as may be necessary for the proper fulfilment of its obligation under these Conditions subject always to the provisions of Condition 10 3 10 2 The obligations contained in Condition 10 1 shall not apply to information or data which 10 2 1 is in or enters the public domain otherwise than by breach of these Conditions 10 2 2 is known to the recipient prior to its receipt and is at its free disposal 10 2 3 is received from an independent third party having the right to disclose the same or 10 2 4 is required to be disclosed by law to any court or other competent authority 10 3 The Company summarise its current or past projects for purposes of publicity in various media unless otherwise agreed in writing with the Client 10 4 The obligations contained in this Condition 10 shall survive any termination of this Contract for a period of five 5 years 11 LIMITATION OF LIABILITY 11 1 The express obligations of the Company in condition 2 are to the fullest extent permitted by law in lieu of and to the exclusion of any warranty conditions term undertaking or representation of any kind whether express implied statutory or otherwise relating to the BESPOKE SOFTWARE or anything supplied or the Services or Other Services provided in this CONDITION 9 referred together as a warranty including without limitation a warranty as to the condition quality performance or fitness for purpose of any OF the Services or Other Services or any aspect of them 11 2 Subject to CONDITION 9 4 the Company will not be liable for any indirect or consequential loss damage cost or expense of any kind whatever and however caused whether arising under contract delict including negligence or otherwise including without limitation loss of production loss of or corruption to data loss of profits or of contracts loss of operation time loss of goodwill or anticipated savings even if the Company has been advised of their possibility 11 3 subject to condition 9 4 the maximum liability of the company or that of its employees or properly appointed sub contractors under this contract shall be limited as follows 11 3 1 for up to 1million in respect of each incident or series of connected incidents giving rise to damage or loss to the Client s tangible property 11 3 2 in all cases not falling within 9 3 1 100 000 in aggregate 11 4 Nothing in these Conditions excludes the liability of the Company 11 4 1 for death or personal injury caused by the Company s negligence or that of its employees or properly appointed sub contractors or 11 4 2 for fraud or fraudulent misrepresentation 12 CLIENT INDEMNITY 12 1 The Client shall indemnify and hold the Company harmless in respect of any claim action proceedings losses damages expenses and costs arising out

    Original URL path: http://www.irw.co.uk/terms-and-conditions/terms-and-conditions-part-3.aspx (2016-04-24)
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  • Terms & Conditions Part 4 · IRW Systems
    with the web hosting services 5 5 You acknowledge and agree that we may be required by a law enforcement agency to monitor website content and traffic and if necessary give evidence of this together with use of the logon ID to support or defend any dispute or actionable cause or matter which may arise in this connection 6 Your Responsibilities 6 1 If requested by us you must provide us with a fixed IP address before we can start to provide any of the File Transfer Protocol FTP services which may be detailed in the Project Proposal We use security software to enhance the security of the services and a fixed IP address allows us to maximise this protection 6 2 You will be solely responsible for the accuracy legality currency and compliance with data protection requirements of all material on your website and will be solely liable for false misleading inaccurate infringing or other actionable material contained or referred to on it 6 3 You will be solely responsible for maintaining the confidentiality and security of your Internet account and usage including use of its unique logon ID 6 4 Online transactions conducted via your website and the honouring of such transactions are the responsibility of you and no claim can be made against IRW in the event of any losses incurred by any individual company 6 5 Where website hosting services are inclusive of FTP services you will be responsible for ensuring that no virus infected files or similar illegal files are uploaded to the web server If you require to upload files with the following extensions bat exe hta js vb wsf wsh shs pif scr com lnk you will supply a copy of the file to IRW for review request in writing approval from IRW to allow the upload of such file Failure to request approval will allow IRW the right to remove all such files from the web server without prior notice 6 6 IRW reserve the right to amend the list of file extensions listed in 6 5 a written amended list of file extensions will be supplied to you in such an event 7 Software 7 1 Where the web hosting services we provide include software you receive a non exclusive non transferable license to use the software We undertake to ensure that all software provided is properly licensed 7 2 Where the web hosting services include our software you must not copy distribute transmit transcribe translate adapt vary modify disassemble de compile or reverse engineer our software or our software manuals without our express written permission and obey the extra license terms if any shown in our software and our software manuals 7 3 Where the web hosting services include third party software you must obey the third party licence terms as shown in the third party software and third party software manuals 8 Support and Service Levels where part of the contract 8 1 We will provide a helpdesk to

    Original URL path: http://www.irw.co.uk/terms-and-conditions/terms-and-conditions-part-4.aspx (2016-04-24)
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  • IRW London Office · IRW Systems
    Dynamics CRM Infrastructure SEO and Online Marketing Case studies McCurrach ScottishPower Scotwork Focus West Foreign Commonwealth Office Marston Holdings Group Spartan Solutions Stewart Milne Group Ministerial Government Department The Student Loans Company Financial Information Services Aon RM Capital South Lanarkshire Council Land Engineering Cumbria Constabulary Lee and Thompson About Contact IRW s London Office Our London office opened a few years ago to further accommodate our expanding client base At IRW we focus on our clients their satisfaction and our staff More than that our work is about users and the user experience of the solutions we offer Our staff are an established group of qualified highly trained developers engineers project managers programmers and consultants IRW have many valued clients based in and around London and it s also one of our most popular seminar venues We specialise in software design as well as development and support services Providing a wide range of blue chip and SME clients with bespoke software solutions and products All of which are built around Microsoft NET SharePoint SQL Server CRM mobile and web based systems Some of our London clients include The British Library Lee Thompson Chelsea Westminster Hospital The National Autistic Society Browse

    Original URL path: http://www.irw.co.uk/about/irw-london-office.aspx (2016-04-24)
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  • London Base · IRW Systems
    Group Spartan Solutions Stewart Milne Group Ministerial Government Department The Student Loans Company Financial Information Services Aon RM Capital South Lanarkshire Council Land Engineering Cumbria Constabulary Lee and Thompson About Contact IRW in London IRW Systems leading Microsoft partners providing expertise in software development and consultancy for London London Clients IRW are a long established custom web and software solution provider specialising in Microsoft technologies We have had a base in London for a number of years and a large portion of our clients are based either in the capital or the surrounding area A thriving business hub and with easy access to much of England our London base was set up to cater to demand Although we can reach the whole of the UK from our Headquarters we felt it important to have a dedicated base in the South so we could best serve our clients in London and the south of England IRW are active in London with our client base in the city and surrounding areas growing year on year We regularly hold seminars and events in the capital most recently on SharePoint and Business Intelligence Our staff are an established group of qualified highly trained developers

    Original URL path: http://www.irw.co.uk/irw-in-london.aspx (2016-04-24)
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