Zubble Terms of Engagement

Last updated:

Jun 12, 2025

ZUBBLE LTD Terms & Conditions of Engagement

1. Interpretation 1.1.

Definitions: The following terms shall have the meanings set out below:

“Services”: Refers to the design, development, and delivery of storyline learning courses, including interactive elements, graphics, and any other services specifically described in the Statement of Work (SOW) agreed upon by the parties. The Services shall be provided in accordance with the agreed specifications, milestones, and timeline outlined in the agreement.

“Confidential Information”: Any information, whether oral, written, or in any other form, provided by either party to the other, that is designated as confidential or which the receiving party knows or should reasonably know is confidential, including, but not limited to, business and marketing plans, client lists, proprietary software, data, intellectual property, trade secrets, financial information, and operational details.

“Intellectual Property”: All patents, copyrights, trade secrets, trademarks, know-how, designs, database rights, and all other intellectual property rights in any deliverable, product, or work developed, created, or provided by either party under this Agreement, whether registered or unregistered.

“Customer Materials”: Any documents, information, data, content, designs, and other materials provided by the Customer to Zubble for use in the provision of the Services, including materials provided for the creation of Bespoke Deliverables or content used in the courses.

“Bespoke Deliverables”: Any custom-created deliverables, including storyline learning modules, interactive graphics, course elements, or any other materials developed specifically for the Customer as part of the agreed Services under this contract. These deliverables are created exclusively for the Customer and are not intended for use by any other entity.

“Personal Data”: Any information relating to an identified or identifiable individual, as defined under the UK General Data Protection Regulation (GDPR) and the Data Protection Act 2018, including but not limited to, names, email addresses, phone numbers, or any other data that can identify an individual.

“Force Majeure”: An event or circumstance beyond the reasonable control of the party affected, which could not have been avoided or mitigated through the exercise of reasonable care, including, but not limited to, acts of God, war, civil unrest, pandemics, natural disasters, government restrictions, strikes, or other unforeseen events.

“Working Day”: Any day other than a Saturday, Sunday, or public holiday in England, during which normal business hours are observed.

“Change Request”: A written request made by the Customer to Zubble, requesting a modification, alteration, or addition to the Services, including deliverables, milestones, timelines, or any aspect of the Agreement.

“Data Controller”: The party responsible for determining the purposes and means of processing personal data, as defined under the GDPR. In this Agreement, the Customer is the Data Controller.

“Data Processor”: The party responsible for processing personal data on behalf of the Data Controller, as defined under the GDPR. Zubble, in its provision of services, acts as a Data Processor.

“Change Control Procedure”: The formal process described in Schedule 2, through which the scope, timeline, or deliverables of the Services can be modified. This includes written approval from both parties, with necessary adjustments to timelines, fees, and performance standards.

“Force Majeure Event”: An event beyond the reasonable control of either party, including but not limited to, natural disasters, acts of government, terrorism, pandemics, or other circumstances that make the performance of obligations under the contract impractical or impossible.

1.2. Reference to Legislation: Any reference to any statute, law, or regulation shall be construed as including any amendments or modifications to that statute, law, or regulation that come into force after the date of this Agreement.

1.3. Headings: The headings in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions contained in this Agreement.

1.4. References to Gender and Number: Words in the singular shall include the plural and vice versa, and references to any gender shall include all genders.

1.5. Business Days: Any reference to “business days” refers to days when standard business operations are open for trading and communication in the United Kingdom, excluding weekends and public holidays.

2. Basis of Contract

2.1. Offer and Acceptance

The Customer’s signature on this Agreement constitutes an offer to purchase the Services described herein. This offer is subject to the terms and conditions set out in this Agreement, including its Schedules. The Supplier’s counter-signature constitutes acceptance of this offer and the formation of a binding contract between the parties.

2.2. Validity of Offer

The offer made by the Customer shall remain valid for a period of 30 days from the date of signing the proposal. If the Supplier’s counter-signature is not provided within this period, the offer will be deemed withdrawn. No part of this Agreement shall be binding upon either party until it has been signed by both parties.

2.3. Exclusion of Prior Discussions

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and supersedes all previous discussions, proposals, representations, or agreements, whether oral or written, that may have been made between the parties. Any prior communications that conflict with the terms of this Agreement are expressly excluded unless explicitly referenced and incorporated herein.

2.4. Exclusive Terms

The terms and conditions of this Agreement shall govern the relationship between the parties. The Customer’s terms and conditions, or any other documents or proposals, shall not apply unless expressly agreed upon by both parties in writing. This Agreement is binding on the parties and supersedes any previous agreements, unless explicitly stated otherwise in writing.

2.5. Schedules

The Schedules attached to this Agreement form an integral part of the terms of this contract. All references to this Agreement include these Schedules. Any amendments or modifications to the Schedules shall be treated as part of the Agreement, subject to the approval of both parties in writing.

2.6. No Imposition of Additional Terms

The Customer acknowledges and agrees that no terms or conditions, whether implied by law, custom, or otherwise, shall form part of this Agreement unless explicitly agreed in writing by the Supplier. No amendments or variations to this Agreement shall be valid unless they are in writing and signed by authorized representatives of both parties.

2.7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

3. Services

3.1. Scope of Services

Zubble shall provide the following services to the customer in accordance with the terms and conditions set forth in this agreement (the “Services”):

(a) Design and Development: Zubble will design, develop, and deliver storyline learning courses, including interactive graphics, animations, quizzes, assessments, and any other content or materias as described in the agreed project brief.

(b) Customisation: Zubble will tailor the deliverables to meet the specific needs of the Customer, ensuring that all content aligns with the agreed objectives and audience requirements.

(c) Review and Revisions: Zubble will provide the Customer with opportunities for feedback and revisions as outlined in Schedule 4 (Quality Assurance Terms). Zubble will incorporate reasonable revisions within the scope of the Services.

(d) Final Deliverables: The final deliverables will be provided in the formats outlined in the Statement of Work (SOW), including any necessary training materials, documentation, and user guides.

(e) Additional Services: Any additional services not expressly mentioned in this Agreement or the Statement of Work (SOW) will require a new agreement or a Change Request as per Schedule 2 (Change Control Procedure).

3.2. Project Milestones and Timeline

The Services will be delivered in accordance with the milestones set forth in Schedule 3 (Service Level Agreement). These milestones will include, but are not limited to, the following:

(a) Initial Consultation: To confirm the scope, timelines, and key objectives of the project.

(b) Draft Delivery: Zubble will deliver an initial draft of the learning course for review by the Customer.

(c) Revisions and Final Approval: Upon receipt of the Customer’s feedback, Zubble will complete any necessary revisions and deliver the final product for approval.

(d) Final Delivery and Handover: The final version of the learning course will be delivered in the agreed-upon format, and Zubble will provide any additional resources or support needed for the Customer’s implementation.

3.3. Performance Standards

Zubble will perform the Services in a professional manner, using reasonable skill, care, and diligence. Zubble will adhere to the performance standards set forth in this Agreement, including:

(a) Timeliness: Zubble will meet the project milestones and deadlines specified in Schedule 2 (Service Level Agreement), subject to changes as outlined in the Change Control Procedure (Schedule 1).

(b) Quality: Zubble will ensure that the learning courses meet the specifications and quality standards outlined in the project brief and Schedule 3 (Quality Assurance Terms).

(c) Accessibility: All deliverables will meet industry standards for accessibility, including compliance with the Web Content Accessibility Guidelines (WCAG) 2.1 or the equivalent as outlined in the project brief.

3.4. Exclusions

The following are excluded from the Services, unless specifically agreed upon in writing:

(a) Third-Party Costs: Any costs associated with third-party software, platforms, or tools required for the project, unless expressly agreed in writing.

(b) Ongoing Support: Ongoing maintenance, support, or updates to the learning courses after final delivery, unless a separate support agreement is made.

3.5. Changes to Scope

If the Customer requests changes to the scope of Services, such changes will be managed through the Change Control Procedure outlined in Schedule 1. Any increase in the scope of the Services will result in an adjustment to the fees and timelines, which will be communicated to the Customer for approval.

4. Customer Obligations

4.1. Provision of Information and Access

The Customer shall provide Zubble with all necessary information, data, and materials required for the performance of the Services, including but not limited to:

(a) Accurate and Complete Information: The Customer shall ensure that all content, specifications, and other materials provided to Zubble are accurate, up-to-date, and relevant for the successful completion of the Services. The Customer warrants that it holds the necessary rights to use and share any such information.

(b) Access to Resources: The Customer shall ensure timely access to all relevant personnel, systems, tools, platforms, and resources required by Zubble to deliver the Services. This includes access to internal staff for feedback, approval, and decision-making processes.

(c) Collaboration with Zubble: The Customer agrees to designate an appropriate point of contact who will work closely with Zubble to facilitate the exchange of information, provide feedback, and make timely decisions.

4.2. Timely Completion of Responsibilities

The Customer agrees to fulfill its obligations in a timely manner, as follows:

(a) Providing Feedback: The Customer shall provide timely feedback on all deliverables (e.g., drafts, prototypes, and final products) within the timeframe set forth in the project milestones or as otherwise agreed in writing.

(b) Review and Approval: The Customer shall review the deliverables in accordance with the milestones and approval process outlined in Schedule 3 (Quality Assurance Terms). The Customer will ensure that any necessary approvals or rejections are communicated promptly.

(c) Delays in Customer Obligations: If the Customer fails to meet deadlines or delays providing necessary information, Zubble will not be liable for any resulting delays in project delivery, and the Customer may be required to compensate Zubble for additional costs incurred due to such delays.

4.3. Responsibility for Data Accuracy and Legal Compliance

The Customer shall ensure the accuracy, completeness, and legality of any data, materials, or content provided to Zubble for use in the Services. This includes:

(a) Intellectual Property and Ownership: The Customer warrants that it holds the necessary intellectual property rights to all data, materials, and content provided to Zubble, and that these do not infringe on any third-party rights. The Customer agrees to indemnify Zubble against any claims arising from the misuse of any third-party intellectual property or breach of any applicable laws.

(b) Compliance with Laws: The Customer is responsible for ensuring that all materials, content, and data shared with Zubble comply with all applicable laws, including but not limited to data protection and privacy laws (e.g., the UK GDPR). The Customer shall indemnify Zubble against any liabilities arising from the use or disclosure of non-compliant materials.

4.4. Notification of Delays or Issues

The Customer shall promptly notify Zubble of any issues, delays, or obstacles that may affect the timely delivery of the Services. In particular, the Customer agrees to inform Zubble if:

(a) There are any significant changes in the scope or expectations of the project.

(b) There are any delays in providing requested information, feedback, or approvals.

4.5. Access to Intellectual Property

The Customer acknowledges that all intellectual property in the deliverables remains the exclusive property of Zubble until full payment is received. Upon payment, the Customer is granted a non-exclusive, non-transferable licence to use the deliverables for their internal training and educational purposes. This licence does not permit the Customer to replicate, adapt, or use any part of the deliverables—such as course structure, layout, or design elements—to create additional content or training materials without Zubble’s prior written consent.

4.6. Post-Delivery Responsibilities

Following the completion of the Services and final delivery of the deliverables, the Customer shall:

(a) Implementation and Hosting: Ensure that the deliverables are implemented, hosted, or distributed according to their internal requirements or external obligations, as agreed with Zubble.

(b) Ongoing Support: If the Customer requires ongoing maintenance, technical support, or updates beyond the scope of this Agreement, they must enter into a separate agreement with Zubble for such services.

(c) Testing and Quality Assurance: Ensure that any final testing, end-user reviews, or acceptance procedures are performed as described in Schedule 4 (Quality Assurance Terms).

4.7. Non-Solicitation and Protection of Personnel

The Customer agrees not to directly or indirectly solicit, recruit, or employ any employee, contractor, or consultant of Zubble involved in the performance of the Services for a period of 12 months after the conclusion of most recent project. The Customer acknowledges that such solicitation could harm Zubble’s business, and therefore agrees to compensate Zubble with liquidated damages equal to 12 months’ salary of the solicited individual.

5. Fees and Payment

5.1. Fees

The total fees for the Services shall be as outlined in the Statement of Works (SOW). The total estimated project cost will be based on the expected number of hours required to complete the Services, and is subject to adjustment based on the actual scope of work performed.

5.2. Payment Terms

Payment for the Services will be made in accordance with the following schedule:

(a) 50% Deposit: A non-refundable deposit of 50% of the total estimated fee is due upon the signing of this Agreement and before the commencement of any work.

(b) 50% Final Payment: The remaining 50% balance is due upon the completion of the Services and delivery of the final product, and will be invoiced to the Customer upon final delivery. The final payment must be made within 14 days of the invoice date.

5.3. Additional Costs and Expenses

The fees quoted cover services outlined in the Statement of Work (SOW). If any additional services or unforeseen costs arise during the course of the project, Zubble will promptly notify the Customer. These additional services or costs will be invoiced separately, and the Customer shall make payment within 14 days of receiving an additional invoice.

5.4. Late Payment

If any payment due under this Agreement is not paid within the stipulated 14-day period, the Customer agrees to pay interest on the overdue amount at a rate of 4% per annum above the HSBC Bank base rate (or equivalent) from the due date until the payment is made in full.

In addition, Zubble reserves the right to:

(a) Suspend or delay the provision of further Services until payment is made in full.

(b) Charge a late fee of £50 per day for each invoice that remains unpaid after 30 days from the invoice date.

5.5. Invoice Disputes

If the Customer believes any part of an invoice is incorrect, the Customer must notify Zubble in writing within 7 days of the invoice date, specifying the disputed amount and reason. The Customer will still be responsible for paying the undisputed portion of the invoice within the due date. Both parties agree to make reasonable efforts to resolve any disputes within a reasonable period.

5.6. Currency and Taxes

All payments under this Agreement shall be made in GBP (British Pounds). The Customer is responsible for any taxes, duties, or similar charges levied in connection with the payment, including VAT or other taxes applicable to the Services rendered.

5.7. Payment Methods

Payment shall be made by the methods agreed upon by both parties, which may include bank transfer, or other mutually agreed payment platforms. Zubble will provide the necessary account details or payment link upon invoicing.

5.8. Non-Payment and Suspension of Services

If the Customer fails to make payment within the specified periods, and fails to resolve any payment issues within 30 days from the invoice due date, Zubble reserves the right to:

(a) Suspend or terminate any ongoing Services.

(b) Take legal action to recover the outstanding amount, including any legal and administrative fees incurred during the recovery process.

6. Confidentiality and Non-Solicitation

6.1. Confidentiality Obligations

6.1.1 Confidential Information:

Each party agrees to treat all Confidential Information disclosed to it by the other party as strictly confidential and shall not, without the prior written consent of the disclosing party, disclose, publish, or use such information except as necessary to perform its obligations under this Agreement. Confidential Information includes, but is not limited to:

(a) Business plans, financial data, strategies, forecasts, and marketing plans.

(b) Technical information, designs, code, processes, systems, software, and data.

(c) Any proprietary or sensitive information disclosed in any form (whether oral, written, or electronic), and any data related to intellectual property, trade secrets, or any other information not publicly available.

6.1.2 Confidentiality Period:

The confidentiality obligations under this section shall remain in effect for five (5) years following the termination or expiration of this Agreement, unless a shorter period is agreed in writing by both parties. However, any Confidential Information that is subject to ongoing intellectual property protections (such as patents or copyrights) shall remain confidential for as long as those protections are in effect.

6.1.3 Permitted Disclosures:

The receiving party may disclose Confidential Information only to those of its employees, agents, contractors, or affiliates who need to know such information in order to perform its obligations under this Agreement, and only to the extent necessary for such purpose. The receiving party shall ensure that all persons receiving Confidential Information are bound by confidentiality obligations that are at least as stringent as those set forth herein.

6.1.4 Exclusions from Confidential Information:

The confidentiality obligations set forth in this section shall not apply to information that:

(a) Was already in the public domain at the time of disclosure, or becomes publicly available through no fault of the receiving party.

(b) Was in the receiving party’s possession before disclosure, without any breach of confidentiality.

(c) Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

(d) Is disclosed pursuant to a lawful subpoena, court order, or regulatory requirement, provided that the receiving party gives the disclosing party prompt notice to allow the disclosing party to seek a protective order or other appropriate remedy.

6.2. Non-Solicitation of Personnel

6.2.1 Non-Solicitation Agreement:

The Customer agrees that for a period of twelve (12) months following the termination of most recent supplier Agreement, it will not directly or indirectly solicit, employ, or contract with any employee, consultant, or contractor of Zubble who has been involved in the provision of the Services under this Agreement, without Zubble’s prior written consent.

6.2.2 Non-Circumvention:

The Customer shall not attempt to circumvent the terms of this Agreement by engaging any individual or company associated with Zubble for the provision of similar services directly related to the Services provided under this Agreement.

6.2.3 Breach of Non-Solicitation:

In the event of a breach of this non-solicitation provision, the Customer agrees to pay Zubble liquidated damages equal to 12 months’ salary or fees of the solicited individual (based on the individual’s most recent compensation or fees), as determined by Zubble.

6.2.4 Survival:

This non-solicitation provision shall survive the termination or expiration of this Agreement and remain in full force and effect for the duration specified.

7. Intellectual Property

7.1. Ownership of Intellectual Property

Unless otherwise agreed in writing, Zubble retains full ownership of all intellectual property rights (including copyrights, patents, trademarks, trade secrets, and all other proprietary rights) in the materials, content, designs, software, or any other deliverables created or developed by Zubble in the course of providing the Services under this Agreement (the “Zubble IP”).

7.2. Licence to Use Deliverables

Upon receipt of full payment from the Customer, Zubble grants the Customer a non-exclusive, non-transferable licence to use the deliverables created under this Agreement for the specific purposes as outlined in the Statement of Work (SOW). The Customer shall not sublicense, distribute, or use the deliverables for any other purpose without Zubble’s prior written consent.

7.3. Modification and Adaptation Rights

The Customer is not permitted to modify, adapt, or reverse engineer the deliverables, except to the extent necessary for the internal use of the deliverables as intended by the Customer. Any modification or adaptation beyond what is specified requires prior written approval from Zubble.

7.4. Third-Party Materials

In the event that third-party intellectual property is incorporated into the deliverables (e.g., licensed software, fonts, images, or other materials), Zubble shall ensure that the necessary rights are obtained for the Customer’s use of such third-party materials as part of the deliverables. The Customer acknowledges that Zubble is not responsible for obtaining or providing third-party licences beyond those expressly agreed upon in the contract.

7.5. Customer’s Ownership of Materials

The Customer shall retain ownership of any Customer Materials provided to Zubble (such as text, data, graphics, or content that the Customer owns or controls). The Customer grants Zubble a non-exclusive, royalty-free licence to use such Customer Materials solely for the purpose of providing the Services. The Customer represents and warrants that it has full rights to use and license these materials and that they do not infringe any third-party rights.

7.6. No Transfer of Ownership

Except as expressly stated in this Agreement, no rights, title, or interest in any intellectual property of Zubble are transferred to the Customer. The Customer’s use of the deliverables is strictly limited to the licence granted under section 7.2. All Zubble IP, whether delivered to the Customer or not, shall remain the exclusive property of Zubble.

7.7. Protection of Intellectual Property Rights

Each party agrees to protect the other party’s intellectual property rights by taking all reasonable measures to prevent infringement, misuse, or unauthorized access to the other party’s intellectual property. The Customer agrees not to challenge the validity or enforceability of any Zubble IP.

7.8. Survival of IP Rights

The provisions regarding the ownership and usage of intellectual property shall survive the termination or expiration of this Agreement. The rights granted to the Customer under the licence provided in section 7.2 shall also survive termination, subject to full payment of all fees due under this Agreement.

7.9. IP Protection in the Event of Termination

Upon termination or expiration of this Agreement, the Customer agrees to cease using all Zubble IP, including any deliverables, that are subject to Zubble’s intellectual property rights unless otherwise agreed in writing. The Customer shall return or destroy any copies of Zubble IP, including source code, design files, or documentation, that are in the Customer’s possession or control.

7.10. Co-Branding Acknowledgement (Final Slide Placement)

In recognition of the discounted service rate, the Customer agrees that Zubble may include a discreet co-branded final slide in the course, stating: “Designed by Zubble – www.zubble.co.uk”, accompanied by the Zubble logo. This placement will be subtle, visually consistent with the course design, and will not detract from the educational content or the Customer’s branding.

8. Indemnity

8.1. Customer’s Indemnity Obligations

The Customer shall indemnify, defend, and hold harmless Zubble, its employees, agents, affiliates, and subcontractors (the “Zubble Indemnified Parties”) from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) Infringement of Third-Party Intellectual Property Rights: Any claim, action, or demand based on the Customer’s use of the deliverables or the Customer Materials provided to Zubble, including any claim that the Customer’s use of the deliverables or Customer Materials infringes any third-party intellectual property rights.

(b) Misuse of Deliverables: Any claim or action arising from the Customer’s misuse, modification, or distribution of the deliverables or any Zubble IP beyond the scope of the licence granted in this Agreement.

(c) Non-Compliance with Laws: Any violation of applicable laws, regulations, or industry standards by the Customer, including, but not limited to, data protection and privacy laws (e.g., the GDPR).

(d) Customer Materials: Any claims arising from the use, infringement, or misappropriation of the Customer Materials, or the Customer’s failure to obtain proper rights or licenses for third-party materials.

(e) Customer’s Employees and Agents: Any act or omission by the Customer’s employees, contractors, agents, or representatives in connection with the performance of this Agreement.

8.2. Zubble’s Indemnity Obligations

Zubble shall indemnify, defend, and hold harmless the Customer, its employees, agents, affiliates, and subcontractors (the “Customer Indemnified Parties”) from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) Infringement of Third-Party Intellectual Property Rights: Any claim, action, or demand based on Zubble’s creation, use, or distribution of the deliverables, including any claim that the deliverables infringe any third-party intellectual property rights, excluding those claims caused by the Customer’s use of the deliverables beyond the scope of the licence granted.

(b) Zubble’s Breach of Warranty: Any claim arising from Zubble’s failure to meet the warranties set forth in this Agreement, including the warranty of skill and care in the provision of the Services.

(c) Zubble’s Negligence or Misconduct: Any claim arising from Zubble’s negligence, gross negligence, or willful misconduct during the performance of the Services under this Agreement.

(d) Data Protection Violations: Any claim arising from Zubble’s failure to comply with applicable data protection laws, regulations, or guidelines (including but not limited to the GDPR), in relation to the processing of the Customer’s data.

8.3. Conditions of Indemnity

The indemnifying party’s obligations under this clause are contingent upon the following conditions:

(a) Prompt Notice: The indemnified party must promptly notify the indemnifying party of any claim, demand, or action for which indemnity is sought under this section.

(b) Control of Defence: The indemnifying party shall have the right to control the defence, settlement, or other handling of the claim, provided that it shall not settle the claim in a manner that adversely affects the indemnified party’s rights or interests without the indemnified party’s prior written consent.

(c) Reasonable Assistance: The indemnified party shall provide reasonable assistance to the indemnifying party, at the indemnifying party’s expense, in defending such claim.

8.4. Exclusions

Notwithstanding the indemnities provided in this clause, neither party shall be required to indemnify the other party for:

(a) Loss of profits or other indirect, special, consequential, or punitive damages.

(b) Claims arising from the other party’s gross negligence or wilful misconduct.

8.5. Survival of Indemnity

The indemnity obligations set forth in this clause shall survive the termination or expiration of this Agreement.

9. Data Protection (GDPR)

9.1. Compliance with Data Protection Laws

Each party agrees to comply with the provisions of the UK General Data Protection Regulation (GDPR) and any applicable data protection laws, including the Data Protection Act 2018, in relation to any personal data shared or processed under this Agreement. Both parties shall ensure that their handling, processing, and storage of personal data are in compliance with these regulations and any applicable laws.

9.2. Roles of the Parties

9.2.1 Data Controller:

The Customer shall be the Data Controller in respect of any personal data shared with Zubble. As the Data Controller, the Customer determines the purposes for which the personal data will be processed and retains overall responsibility for ensuring that the processing complies with the relevant data protection laws.

9.2.2 Data Processor:

Zubble shall act as the Data Processor in respect of any personal data provided by the Customer. Zubble will process personal data on behalf of the Customer and in accordance with the Customer’s instructions, as outlined in this Agreement and any Data Processing Agreement (DPA) entered into between the parties.

9.3. Personal Data Processing

Zubble shall process personal data solely for the purpose of fulfilling its obligations under this Agreement, and in accordance with the Customer’s instructions. The Customer shall provide Zubble with written instructions regarding the processing of personal data, and Zubble shall act only on those instructions.

9.4. Sub-Processors

Zubble shall not engage any sub-processors for the processing of personal data without the prior written consent of the Customer. If consent is provided, Zubble shall ensure that any sub-processor is bound by equivalent obligations to those set out in this Agreement and shall remain fully liable for any actions of the sub-processor.

9.5. Security Measures

Zubble shall implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure. These measures shall ensure a level of security appropriate to the risk of processing, including:

(a) Data encryption where appropriate.

(b) Secure storage and transfer protocols.

(d) Limited access to personal data by authorized personnel only.

9.6. Data Breach Notification

In the event of a data breach (as defined under the GDPR), Zubble shall promptly notify the Customer, and no later than 72 hours after becoming aware of the breach. Zubble shall provide the Customer with sufficient information to allow the Customer to comply with its obligations under the GDPR, including notifications to affected individuals and relevant supervisory authorities if required.

9.7. Assistance with Compliance

Zubble shall assist the Customer in complying with its obligations under the GDPR, including but not limited to:

(a) Responding to data subject access requests (DSARs).

(b) Ensuring the accuracy of personal data.

(d) Providing necessary information to demonstrate compliance with data protection obligations.

9.8. Data Retention and Deletion

Zubble shall retain personal data only for as long as necessary to fulfill the purposes of this Agreement and in accordance with applicable data retention laws. Upon termination or expiration of this Agreement, Zubble shall, at the Customer’s choice, either securely delete or return all personal data that it has processed on behalf of the Customer.

9.9. Data Transfers

Zubble shall not transfer personal data to any country outside the UK or the European Economic Area (EEA) without the prior written consent of the Customer and, where required, without the implementation of appropriate safeguards to ensure the lawful transfer of personal data, in accordance with GDPR provisions for international data transfers.

9.10. Audit Rights

The Customer shall have the right to request an audit of Zubble’s data processing practices to ensure compliance with this Agreement and the applicable data protection laws. Zubble agrees to cooperate with such audits and provide reasonable access to its premises, systems, and records, as necessary.

9.11. Liability for Data Protection

Zubble shall indemnify the Customer for any claims, losses, or damages arising from Zubble’s failure to comply with its obligations as a Data Processor under this Agreement or applicable data protection laws. The Customer shall indemnify Zubble for any claims, losses, or damages arising from the Customer’s failure to comply with its obligations as a Data Controller under this Agreement or applicable data protection laws.

10. Warranties

10.1. Zubble’s Warranties

Zubble warrants that:

(a) Provision of Services: Zubble will perform the Services using reasonable skill, care, and diligence, in accordance with industry standards, and in compliance with all applicable laws and regulations.

(b) No Infringement: To the best of Zubble’s knowledge, the deliverables created under this Agreement will not infringe upon the intellectual property rights of any third party. Zubble further warrants that it has obtained all necessary rights and permissions for any third-party materials incorporated into the deliverables.

(c) Functionality and Quality: The deliverables provided under this Agreement will meet the functional and quality standards as described in the Statement of Work (SOW) and Schedule 3 (Quality Assurance Terms). If any deliverable fails to meet the agreed specifications, Zubble will make commercially reasonable efforts to remedy the defect at no additional charge to the Customer.

(d) Compliance with Applicable Standards: All deliverables, including content, software, and courses, will comply with applicable standards for accessibility, including but not limited to WCAG 2.1 (Web Content Accessibility Guidelines) or the equivalent, unless otherwise agreed by the parties in writing.

10.2. Customer’s Warranties

The Customer warrants that:

(a) Ownership of Materials: It owns or has the necessary rights, licences, and permissions to use any Customer Materials provided to Zubble, and that the use of these materials in the Services will not infringe on the intellectual property rights or any other rights of third parties.

(b) Compliance with Laws: It will comply with all applicable laws, regulations, and industry standards, including, but not limited to, those related to data protection, privacy (including the UK GDPR), and intellectual property.

(c) Accuracy of Information: All information, content, and data provided to Zubble by the Customer are accurate, complete, and up-to-date to the best of the Customer’s knowledge.

(d) No Violation: It will not use the deliverables in any way that violates any law or regulation or that could harm Zubble’s reputation, intellectual property, or business.

10.3. Warranty Period

(a) Defects and Remedies: If any deliverable is found to be defective or does not conform to the specifications set forth in this Agreement within 90 days of delivery, Zubble will, at its sole discretion, either:

· Repair or replace the defective deliverable at no additional cost to the Customer.

(b) Exclusion of Liability for Defects: Zubble’s warranty shall not apply if the defect or failure is caused by:

· Misuse, alteration, or modification of the deliverable by the Customer or any third party.

· Failure by the Customer to follow the proper instructions or guidelines for using the deliverables.

· Any issue arising after the deliverable has been used in a manner not contemplated by this Agreement.

10.4. Exclusion of Implied Warranties

Except as expressly provided in this Agreement, neither party makes any other warranties or guarantees, express or implied, regarding the Services or deliverables. All other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded to the maximum extent permitted by law.

10.5. Limitations of Liability for Warranties

(a) Limitation of Remedies: The remedies set forth in this section are the Customer’s exclusive remedies for any breach of warranty by Zubble. In no event shall Zubble be liable for any indirect, incidental, special, or consequential damages, including lost profits, arising from a breach of warranty.

(b) Indemnification for Breach: The Customer agrees to indemnify and hold Zubble harmless from any claims, damages, or liabilities arising from the Customer’s breach of its warranties under this Agreement, including but not limited to the misuse or misrepresentation of the deliverables.

10.6. No Warranty for Third-Party Products

Zubble makes no warranty or representation with respect to any third-party products, services, or software that may be used in connection with the deliverables. Any such third-party products or services are subject to the terms and conditions of the applicable third-party agreements, and Zubble shall not be liable for any defects, damages, or issues arising from such third-party products.

11. Limitation of Liability

11.1. Maximum Liability

Subject to the exceptions set out in this Agreement, the total liability of either party for any and all claims, damages, losses, or expenses arising out of or in connection with this Agreement shall not exceed the total fees paid by the Customer to Zubble for the Services rendered under this Agreement in the 12-month period immediately preceding the event giving rise to the liability.

11.2. Exclusions to Liability

The limitations and exclusions of liability set forth in this section shall not apply to:

(a) Breach of Confidentiality: Any breach of confidentiality obligations as set out in Section 6 (Confidentiality and Non-Solicitation).

(b) Intellectual Property Infringement: Any claim resulting from the infringement of third-party intellectual property rights in connection with the use of the deliverables.

(c) Personal Injury or Death: Any liability for death or personal injury caused by the negligence or wilful misconduct of a party.

(d) Fraud or Wilful Misconduct: Any claim arising from fraud, wilful misconduct, or gross negligence by either party.

(e) Data Protection Violations: Any claims arising from a party’s failure to comply with data protection laws, including the GDPR or equivalent.

11.3. Indirect, Consequential, and Special Damages

Neither party shall be liable to the other for any indirect, special, or consequential damages, including, but not limited to, lost profits, loss of business opportunities, loss of data, or reputation damage, regardless of whether such damages were foreseeable at the time of entering into this Agreement.

11.4. No Liability for Delay or Performance Failures Due to Force Majeure

Neither party shall be liable for failure or delay in performing any of its obligations under this Agreement if such failure or delay is caused by a Force Majeure Event as defined in Section 13 (Force Majeure). In such cases, neither party shall be entitled to claim damages for the non-performance or delay.

11.5. Limitations on Claims

Any claims for damages arising out of or related to this Agreement must be brought within one (1) year of the event giving rise to the claim. After such time, any claims shall be deemed waived and time barred.

11.6. Aggregate Liability for Multiple Claims

In the event of multiple claims arising from a single or series of related events, the total liability of either party shall be capped at the amount stated in 11.1 for all claims combined, regardless of the number of claims.

11.7. Survival of Liability Provisions

The provisions of this Section 11 (Limitation of Liability) shall survive the expiration or termination of this Agreement.

12. Term and Termination

12.1. Term of Agreement

This Agreement shall commence on the date of execution by both parties and shall remain in effect until the completion of the Services as specified in the Statement of Work (SOW) or until terminated earlier in accordance with the provisions of this Agreement (the “Term”). The Term may be extended by mutual written agreement of the parties, with adjustments to timelines, fees, and deliverables, as necessary.

12.2. Termination for Convenience

Either party may terminate this Agreement at any time without cause by providing 30 days’ written notice to the other party. In the event of such termination, the Customer shall pay for all Services rendered up to the date of termination, including any non-cancellable commitments incurred by Zubble.

12.3. Termination for Material Breach

Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach of any term or condition of this Agreement and fails to cure such breach within 15 days after receiving written notice specifying the breach. A material breach includes, but is not limited to:

(a) Failure to make timely payments as required under Section 5 (Fees and Payment).

(b) Failure to provide necessary information or cooperation as required under Section 4 (Customer Obligations).

(c) Any unlawful act, such as violation of intellectual property rights, data protection laws, or other applicable regulations.

(d) Repeated failure to meet project milestones or deadlines due to negligence or lack of cooperation.

12.4. Termination for Insolvency or Bankruptcy

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or undergoes liquidation or similar proceedings, or if a third-party receiver or trustee is appointed to manage its affairs.

12.5. Consequences of Termination

12.5.1 Outstanding Payments: Upon termination of this Agreement for any reason, the Customer agrees to pay Zubble for all Services rendered and expenses incurred up to the effective date of termination. Any outstanding payments for work completed must be paid within 14 days from the date of termination.

12.5.2 Return of Materials: Upon termination, each party agrees to return or destroy all Confidential Information and materials belonging to the other party that were provided under the Agreement, as required under Section 6 (Confidentiality).

12.5.3 Final Deliverables: If termination occurs after some or all deliverables have been completed, the Customer shall be entitled to receive all deliverables that have been finished and paid for at the time of termination. Zubble will promptly deliver any final or partial deliverables for which payment has been made.

12.5.4 Transition Assistance: Upon termination, if the Customer requests it, Zubble agrees to provide reasonable transition assistance to the Customer, including the transfer of any unfinished work, information, or materials necessary for the Customer to complete the project or transition to a new provider. The Customer shall pay for such assistance on a time-and-materials basis at the agreed hourly rate.

1.12. Survival of Provisions

2. Notwithstanding the termination or expiration of this Agreement, the following provisions shall survive and remain in effect for their specified durations:

(a) Confidentiality obligations under Section 6 (Confidentiality and Non-Solicitation).

(b) Indemnity obligations under Section 8 (Indemnity).

(d) Data Protection obligations under Section 9 (Data Protection).

(e) Any other provisions which by their nature should survive termination, including but not limited to dispute resolution and governing law.

12.6. Force Majeure

In the event of termination due to a Force Majeure Event (as defined in Section 13), neither party shall be liable for any failure or delay in performance of its obligations under this Agreement. The parties will continue to be bound by the terms of the Agreement unless otherwise agreed in writing.

13. Force Majeure

13.1. Definition of Force Majeure

Neither party shall be held liable for failure to perform or for delays in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event is an event or circumstance beyond the reasonable control of the affected party, which could not have been avoided or mitigated through the exercise of reasonable care, and includes, but is not limited to:

· Natural disasters such as earthquakes, floods, fires, hurricanes, or other severe weather events.

· War, armed conflict, civil disturbance, acts of terrorism, or sabotage.

· Government actions, changes in laws, regulations, or government orders, including restrictions on movement, travel, or business operations.

· Strikes, lockouts, or other industrial disputes that disrupt normal business operations.

· Pandemics, epidemics, or outbreaks of contagious disease that cause widespread illness or governmental lockdowns.

· Supply chain disruptions due to shortages of raw materials, labour, or goods.

· Cyber-attacks, data breaches, or other technological failures beyond the reasonable control of the affected party.

13.2. Notification of Force Majeure Event

The party affected by a Force Majeure Event must promptly notify the other party in writing, providing sufficient details about the nature of the event and its expected impact on the performance of obligations under this Agreement. The affected party shall provide the notice as soon as possible, but in no event later than 5 business days after becoming aware of the event.

13.3. Obligations During Force Majeure

During the period of a Force Majeure Event, the affected party shall:

(a) Use Reasonable Efforts: Take all reasonable steps to mitigate or eliminate the effects of the Force Majeure Event and to resume performance of its obligations as soon as possible.

(b) Cooperate with the Other Party: Cooperate with the other party in adjusting deadlines, timelines, and the scope of Services as necessary to account for the delays or disruptions caused by the Force Majeure Event.

13.4. Suspension of Performance

If a Force Majeure Event prevents or delays the performance of a party’s obligations for a period of 30 consecutive days or more, either party may, by written notice, terminate this Agreement. In the event of termination due to a Force Majeure Event, neither party shall be liable for any damages or costs arising out of such termination, except for any payments due for Services rendered up until the point of termination.

13.5. Force Majeure Event Does Not Excuse Payment Obligations

The occurrence of a Force Majeure Event shall not excuse the Customer from paying any amounts owed under this Agreement for Services rendered or work completed up to the point of suspension. The Customer remains responsible for all fees and payments for Services performed prior to the event, as well as any non-cancellable commitments incurred by Zubble.

13.6. Alternative Remedies

If a Force Majeure Event persists for an extended period (longer than 60 days), both parties agree to meet in good faith to explore alternative solutions or remedies to continue performance under this Agreement, including possible adjustments to timelines, scope, or compensation to account for the disruption.

13.7. Termination Due to Prolonged Force Majeure

If the Force Majeure Event lasts for more than 90 consecutive days, either party may elect to terminate this Agreement by providing 30 days’ written notice to the other party. Upon termination, all outstanding payments for Services completed before the Force Majeure Event will remain due.

14. Assignment and Subcontracting

14.1. Assignment

Neither party may assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the above, Zubble shall have the right to assign or transfer its rights and obligations under this Agreement to a successor entity in the event of a merger, acquisition, or sale of substantially all of its assets, provided that the successor entity agrees in writing to be bound by the terms of this Agreement.

14.2. Subcontracting

Zubble may subcontract any of its obligations under this Agreement to third parties, provided that Zubble shall remain fully responsible for the performance of such obligations and shall ensure that any subcontractor complies with the same terms and conditions as outlined in this Agreement. Zubble will notify the Customer in writing if subcontracting is to take place, and will ensure that any subcontractor is subject to confidentiality and data protection obligations consistent with those set out in Section 6 (Confidentiality and Non-Solicitation) and Section 9 (Data Protection).

14.3. Customer’s Consent for Subcontracting

The Customer acknowledges that certain aspects of the Services, such as specialised technical work, may be provided by Zubble’s third-party subcontractors. Zubble shall inform the Customer of the identity of any subcontractors that will be involved in providing the Services. The Customer agrees that Zubble may engage subcontractors, provided that:

(a) Zubble ensures that the subcontractor’s performance is monitored and compliant with the same standards expected from Zubble under this Agreement.

(b) The subcontractor is required to meet the same data protection and confidentiality standards as Zubble.

14.4. Non-Circumvention

The Customer agrees not to engage, solicit, or otherwise conduct business with any subcontractors or personnel of Zubble involved in the provision of the Services for the duration of last supplier Agreement and for 12 months following its termination. This includes, but is not limited to, attempts to bypass Zubble by engaging its subcontractors directly for the same or similar services.

14.5. Protection of Zubble’s Rights

The Customer agrees not to assign, transfer, or subcontract any of its rights or obligations under this Agreement to any third party without the prior written consent of Zubble. Any unauthorized assignment or subcontracting will be considered a material breach of this Agreement and may result in immediate termination.

14.6. Survival of Obligations

The rights and obligations of each party under this section shall survive the termination or expiration of this Agreement. Zubble’s liability for subcontracted work remains in full force, and it shall be responsible for ensuring subcontractors comply with the terms of the Agreement.

15. Third-Party Rights

15.1. No Third-Party Rights

Except as expressly provided in this Agreement or as required by applicable law, no person who is not a party to this Agreement (a “Third Party”) shall have any right to enforce any of its terms, nor shall any provision of this Agreement be deemed to confer any benefit on any Third Party. The parties specifically exclude the application of the Contracts (Rights of Third Parties) Act 1999 or any similar legislation that would allow a Third Party to enforce the terms of this Agreement.

15.2. Exceptions to the No Third-Party Rights Rule

Notwithstanding Section 15.1, the following exceptions shall apply:

(a) Zubble’s Subcontractors: Zubble’s subcontractors, to the extent that their work is integral to the performance of the Services under this Agreement, shall have the right to rely on and enforce the provisions of this Agreement directly relating to their performance, subject to Zubble’s obligations under this Agreement.

(b) Indemnities: Any third party who benefits from indemnity provisions in this Agreement (e.g., Zubble Indemnified Parties or Customer Indemnified Parties) shall have the right to enforce the relevant indemnity provisions as if they were a party to this Agreement.

(c) Data Protection: In the case of personal data being processed, data subjects may have certain rights under data protection laws, including the UK GDPR. These rights are separate from the contract and are unaffected by the terms of this Agreement.

15.3. Right to Amend

No Third Party shall have the right to require any amendment or variation of this Agreement without the written consent of both the Customer and Zubble. Any amendments or variations of this Agreement shall only be effective if executed by both parties.

15.4. Contractual Intent

The parties agree that the terms of this Agreement reflect their intent to provide benefits and obligations solely between the Customer and Zubble, and that no third-party rights are intended to be created, except where explicitly stated.

16. Governing Law and Jurisdiction

16.1. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, without regard to its conflict of law principles. The parties agree that any dispute arising from or in connection with this Agreement shall be subject to the jurisdiction of the courts of England and Wales, and each party irrevocably submits to the exclusive jurisdiction of such courts.

16.2. Exclusive Jurisdiction

The parties agree that any legal action, suit, or proceeding arising out of or in connection with this Agreement, including disputes over its interpretation, enforcement, or validity, shall be exclusively brought in the competent courts located in London, England. The parties further agree that they will not object to the venue of any such action, suit, or proceeding in such courts.

16.3. Interim Relief

Notwithstanding the provisions in Section 16.2, either party may seek interim relief, including injunctions, in any court of competent jurisdiction, in order to preserve its rights or prevent irreparable harm before a final determination is made by the courts in England and Wales.

16.4. Alternative Dispute Resolution (ADR)

The parties agree that, prior to initiating any formal litigation in the courts, they will first attempt to resolve any disputes through mediation or other forms of alternative dispute resolution. The parties shall mutually agree on a mediator or arbitrator, and the mediation process will take place in London, England. If the dispute remains unresolved after 30 days of good faith negotiations, either party may proceed to court.

16.5. Waiver of Sovereign Immunity

Each party irrevocably waives any claim of immunity from jurisdiction or any claim of immunity from enforcement of judgment or process in respect of any proceeding brought under or in connection with this Agreement. This waiver includes any immunity that may be claimed by reason of the sovereignty, status, or position of any party to the dispute.

16.6. Language

All proceedings, communications, and documentation related to any dispute under this Agreement shall be conducted in English, and all documents shall be prepared in English.

17. Privacy and Security

17.1. Data Privacy and Compliance with Laws

Both parties shall comply with all applicable data protection and privacy laws, including the UK GDPR and any other applicable privacy regulations governing the processing of personal data. The Customer warrants that it has obtained all necessary consents and legal authority for the processing of any personal data shared with Zubble under this Agreement.

17.2. Zubble’s Security Obligations

Zubble agrees to implement and maintain appropriate technical and organisational measures to safeguard any personal data, confidential information, and other sensitive materials under its control. These measures will include, but are not limited to:

(a) Encryption of personal data in transit and at rest, where applicable.

(b) Access Controls to restrict data access only to those employees or subcontractors who need it to perform the Services.

(c) Regular Security Audits to assess the effectiveness of security measures and ensure compliance with industry best practices.

(d) Secure Data Storage ensuring that all personal data and confidential information is stored in a secure environment protected from unauthorized access, alteration, or disclosure.

17.3. Data Integrity and Confidentiality

Zubble will take reasonable steps to ensure that any personal data or confidential information provided by the Customer is accurate, complete, and up to date. Zubble shall implement procedures to verify the accuracy of the data it processes and ensure that any updates or corrections are made in a timely manner. All employees, agents, and subcontractors of Zubble who have access to personal data or confidential information shall be bound by confidentiality obligations that are at least as stringent as those set out in this Agreement.

17.4. Data Breach Notification

In the event of a data breach or any incident resulting in unauthorized access, disclosure, alteration, or destruction of personal data or confidential information, Zubble shall:

(a) Notify the Customer without undue delay, and in any event, within 72 hours of becoming aware of the breach.

(b) Provide the Customer with detailed information regarding the nature of the breach, the potential impact on individuals, and the steps taken or to be taken to mitigate the breach.

(c) Cooperate with the Customer to facilitate any necessary notifications to affected individuals and relevant supervisory authorities, as required under applicable data protection laws.

17.5. Third-Party Security Providers

If Zubble engages any third-party providers to process personal data or provide services involving access to confidential information, Zubble will ensure that such third parties are contractually bound to meet the same privacy and security standards as those outlined in this Agreement. Zubble shall remain fully responsible for any third-party provider’s actions and compliance with these obligations.

17.6. Data Retention and Deletion

Zubble shall retain personal data only for as long as necessary to fulfill its obligations under this Agreement or as required by law. Upon termination or expiration of the Agreement, Zubble shall either return or securely delete all personal data processed on behalf of the Customer, in accordance with the Customer’s instructions.

17.7. Privacy Impact Assessments (PIA)

In the event that Zubble’s processing activities may result in high risks to the privacy of individuals, Zubble agrees to assist the Customer in conducting a Privacy Impact Assessment (PIA) as required by data protection laws, including the GDPR. Zubble shall provide all reasonable information and cooperate fully with the Customer to address any risks identified.

17.8. Privacy by Design and by Default

Zubble agrees to implement Privacy by Design and Privacy by Default principles, ensuring that privacy considerations are embedded into the design of the Services and the processing of personal data from the outset. This includes minimizing data collection, retention, and access, in line with the data minimization principle of GDPR.

17.9. Customer’s Responsibility

The Customer is responsible for ensuring that any personal data shared with Zubble complies with applicable data protection laws, and that the Customer has obtained all necessary consents or legal bases for the processing of personal data. The Customer also agrees to promptly inform Zubble of any data protection-related requests or complaints it receives in connection with the Services.

Schedules:

Schedule 1: Change Control Procedure
Schedule 2: Service Level Agreement (SLA)
Schedule 3: Quality Assurance Terms

Schedule 1: Change Control Procedure

1. Purpose: To ensure that all changes to the project scope are formalized and agreed upon by both parties before being implemented.

2. Change Request Process:

· Initiation: Any proposed change must be submitted in writing to Zubble by the Customer. The request must clearly outline the nature, scope, and reason for the change.

· Assessment: Zubble will review the proposed change, assess its impact on the project scope, costs, and timelines, and provide an updated quote if necessary.

· Approval: No changes will be deemed valid unless agreed upon in writing by authorized representatives of both parties.

· Implementation: Once approved, the change will be incorporated into the project, and the timeline and budget will be adjusted accordingly.

· Documentation: All changes will be documented and added to the final agreement, including any amendments to the SOW or project timelines.

3. Costs and Timeline Adjustments:

· Any increase in the scope of the Services will result in additional costs. These costs will be outlined in the change request and must be approved before proceeding.

· Timelines will be adjusted based on the nature of the change. Zubble will provide a revised project schedule.

Schedule 2: Service Level Agreement (SLA)

1. Service Commitment:

· Zubble will ensure that all deliverables meet the agreed-upon timelines and quality standards as described in the project.

· Zubble will provide access to the Customer to review progress and offer feedback at key stages of the project.

2. Response Time:

· Zubble will respond to any Customer inquiries within 48 hours during business days.

· Emergency support: For urgent issues, Zubble will prioritize responses and aim to resolve them within 24 hours.

4. Uptime:

· Any services provided via web applications or similar platforms will maintain an uptime of 99.9% for the duration of the project.

· Planned maintenance: Any necessary downtime will be communicated to the Customer with at least 72 hours’ notice.

5. Resolution Time:

· Any issues or bugs reported by the Customer will be resolved within 72 hours. If additional time is needed, Zubble will communicate an expected resolution timeframe.

· If issues are not resolved within the agreed period, the Customer is entitled to a reduction in fees proportionate to the severity of the issue.

6. Performance Metrics:

· Zubble will track the progress of the project and share performance metrics (e.g., milestones completed, time spent, progress against the timeline).

· The Customer will have the ability to review and assess these metrics in regular status meetings.

Schedule 3: Quality Assurance Terms

1. Review Process:

· A formal review of the deliverables will be conducted by the Customer at each major milestone. This will ensure that the deliverables meet the Customer’s requirements and expectations.

· The Customer has 5 business days from the delivery of any milestone to provide feedback or request revisions.

2. Acceptance Criteria:

· Deliverables must meet the specifications agreed in the project brief and pass accessibility tests before approval.

· The final course will be tested for compliance with relevant accessibility standards (e.g., WCAG 2.1).

3. Revisions:

· Any revisions requested by the Customer will be completed within 5 working days. These revisions must fall within the agreed-upon scope of work.

· Out-of-scope changes: Any revisions outside of the original scope will incur additional charges at the agreed hourly rate of £150 + Vat per hour

4. Quality Assurance Checks:

· Zubble will conduct internal QA testing to ensure the deliverables are of the highest quality before submitting to the Customer.

· This includes testing for technical issues, content accuracy, interactivity, and user experience.

Zubble Terms of Engagement

12. Term and Termination

13. Force Majeure

14. Assignment and Subcontracting

15. Third-Party Rights

16. Governing Law and Jurisdiction

17. Privacy and Security

Solutions

Solutions

Solutions