Customization Services refers to services provided by Linnworks to a Customer in order to custom develop additional features to fit the Customer’s requirements. This type of work is outside the scope of work which is “off the shelf” and routinely provided by Linnworks to Customers.
- Technical Specification means: documented requirements, goals, static structures, dynamic behaviour, data models or external interfaces to be delivered to the Customer as part of the Services, as described in writing by Linnworks to the Customer.
- Deliverables means: the deliverables described in the Technical Specification.
The Customisation Services provided by the Linnworks Customisation Team will be based on information provided by Customer, as outlined within the Technical Specification. It is Customer’s responsibility to clearly read and understand every aspect of the Technical Specification, particularly when testing Deliverables against the Technical Specification.
Customer is responsible for the provision of clear and accurate information to Linnworks Customisation Team during creation of the Technical Specification and during the course of the performance of the Customisation Services and during the subsequent testing phase.
Once Linnworks has provided Customer with the proposed Technical Specification, Customer is to either accept or decline the proposed Technical Specification within 14 calendar days. If Customer fails to provide any feedback within 14 calendar days, the Technical Specification will automatically be considered as declined and Linnworks will not perform any Customisation Services.
Any modifications to the Technical Specification once accepted by the Customer will be chargeable and will be reviewed and quoted after delivery of the Customisation Services to the initially accepted Technical Specification.
In respect of any and all Customization work, Linnworks will only perform the customisations by reference to the Technical Specification approved by Customer. Any conversations between the Linnworks Customisation Team and Customer via tickets/ chats/ phone, correspondence or documentation shared will not be legally binding unless and until the Technical Specification is approved and / or subsequently amended by consent. The Technical Specification binds the parties to specific work and forms the entire agreement between the parties for any customization work. Any changes or updates to the work must be specified in a new Technical Specification.
Any conversations between the Linn Systems and the Customer, correspondence, samples, descriptive matter or advertising issued by Linn Systems, and any descriptions or illustrations contained in Linn Systems' catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Technical Specification or have any contractual force.
Once the Technical Specification has been agreed, the Linnworks Customisation Team will commence the Customisation Services. Standard delivery times are between 2 and 4 weeks for the projects within an average scope, however these timeframes can be extended depending on the complexity of the project or current workload of the Linnworks Customisation Team.
Customer must supply all necessary information requested by Linnworks Customisation Team to complete the work outlined in the Technical Specification. If there is any delay in providing this information to Linnworks Customisation Team, which leads to a delay in the completion of the works, the Linnworks Customisation Team have the right to extend any previously agreed timeframes by a reasonable amount necessary and/or an increase of information gathering charge and fees generally.
In the case of any macro/applications which are required to handle data files, it is Customer's responsibility to ensure that any files and samples provided by Customer are in the correct format and contain the required information.
Linnworks Customisation Team will not be responsible for providing Customer with any training on how to write or debug software code.
Linnworks Customisation Team will notify Customer once the work has been completed. Customer will have the opportunity to review and test application (if required).
Linnworks Customisation Team will be responsible for any necessary adjustments or fixes that need to be done within the delivered solution for a 30 calendar day period from the application/script installation date, provided all the adjustments and/or fixes are within the scope of Technical Specification.
It is the Customer's responsibility to test and check the quality of the delivered solution and report any issues to Linnworks Customisation Team within a 30 calendar day period from the application/script installation date via ticket system or email.
If the Linnworks Customisation Team does not receive any feedback or correction requests in writing within the notice period specified, Linnworks will consider the Customer testing to be successful and deployment of the delivered solution to be accepted by the Customer.
Supply of Services
The Services shall be provided in all material aspects with the Technical Specification and Linnworks shall ensure that the Deliverables shall perform in all material aspects with the Technical Specification for a period of 30 days from Delivery.
Linnworks shall use all reasonable endeavours to meet any performance dates specified in the Technical Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
Linnworks reserves the right to amend the Technical Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Linnworks shall notify the Customer in any such event.
The Deliverables are provided on an "as is basis" and all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
The Customer shall:
- ensure that the terms of the Order and any information it provides in the Technical Specification are complete and accurate;
- co-operate with Linnworks in all matters relating to the Services;
- provide Linnworks with such information and materials as Linnworks may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
- comply with any additional obligations as set out in the Technical Specification.
If Linnworks' performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- without limiting or affecting any other right or remedy available to it, Linnworks shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Linnworks' performance of any of its obligations;
- Linnworks shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Linnworks' failure or delay to perform any of its obligations as set out in this clause; and
- the Customer shall reimburse Linnworks on written demand for any costs or losses sustained or incurred by Linnworks arising directly or indirectly from the Customer Default.
Charges for the Customisation Services will be based on the Rate Card provided to the Customer.
Any additional development to an existing solution due to changes made by third party (i.e. Customer’s supplier changes format of accepted files or API) will be undertaken based on the Standard Development Charge as set out in the Rate Card.
Linnworks.net macros are subjected to performance charges on a basis of RAM performance per hour.
Customer's acceptance of Linnworks' charges provided in the Technical Specification is acceptance of the scope of development and agreement to pay an invoice in the estimated amount.
Linnworks shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Linnworks engages in connection with the Services including the cost of services provided by third parties and required by Linnworks for the performance of the Services, and for the cost of any materials.
Linnworks reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.
Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Linnworks.
Where the Deliverables are used in connection with software provided by Linnworks or the Services provide for customisation of that software under a separate agreement between Linnworks and the Customer, then the Deliverables shall be licensed to the Customer on the terms in that separate agreement (subject to payment of agreed fees).
To the extent that the above clause does not apply and subject to payment of the agreed fees, Linnworks grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
The Customer shall not sub-license, assign or otherwise transfer the rights granted in the above clauses.
The Customer grants Linnworks a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Linnworks for the term of the Agreement for the purpose of providing the Services to the Customer.
Maintenance and Support Service
The Linnworks Customisation Team may offer optional Maintenance and Support Services in relation to customised applications/macros.
Charges for the Maintenance and Support Services will be based on the Rate Card provided to the Customer.
The scope of the Maintenance and Support Services will be agreed on a case-by-case basis but may include the following services:
- Ensuring the delivered application is up to date with constantly evolving Linnworks infrastructure.
- Ensuring the application functions according to agreed specification.
- Providing the necessary technical support related to written application to mutual Customer of Linnworks and the partner/Customer;
- Ensuring that the application documentation is updated accordingly application functionality changes.