Terms and conditions of service

Our agreement with you

Participatr Limited (we, us, our) will commence work only upon receipt of the signed agreement, including full details of the commissioning organisation (you, your) and a purchase order reference (if required for invoicing)
Our hourly rate for additional professional time incurred is £95 + VAT
No additional professional time will be incurred for services falling within the scope of the agreed activities and costs set out in the agreement, which are agreed at a fixed cost subject to our terms and conditions of service
Additional professional time for services not referenced in the agreed activities and costs set out in this agreement, and not referenced within the terms and conditions of service, will not be incurred without prior written agreement, separate to this agreement

Digital public participation platform (the platform) subscription

The platform subscription fixed cost is calculated on a fixed-term basis, as specified in the agreement
The subscription fixed-term will start and end on the same day of the calendar month e.g. if a three month subscription starts on 15th May, it will end on 15th August
In circumstances where the month of the subscription end date does not have a corresponding day of the month to the subscription start month (e.g. a three month subscription starting on 30th November and ending in February), the subscription end date will fall at the day in the following month that would be the corresponding day of the month should the subscription end month be theoretically extended to the length of the subscription start month (e.g. a subscription starting on 30th November would end on 2nd March in a non-leap year, which would be the same day as if the month of February were extended by 2 days)
The platform subscription can be extended at any point during or within 3 months of the end of the subscription term, charged at £250 + VAT per full or part calendar month
Any subscription extension must be confirmed in writing by email prior to the extension commencing, including a purchase order reference (if required) to cover the additional costs
We will invoice costs for the requested extension term once the extended period commences
The subscription can be used to facilitate public participation on one project (the project), which can include one or more discrete proposals or initiatives within a specific geographical area (as defined within the agreement, or established materially when the platform is launched publicly)
The geographical extent of the project (project area) will remain constant throughout the subscription period
The geographical extent of the proposals or initiatives referenced, using a map or descriptive text, when the platform is publicly launched may be a smaller than the project area defined in the agreement, provided that it is located wholly within the project area defined in the agreement
The geographical extent of the proposals or initiatives referenced, using a map boundary or descriptive text, when the platform is publicly launched will supersede the project area defined in the agreement and will materially form the project area for any future stages or phases of public participation facilitated by the platform under the agreement, unless agreed otherwise
Public participation on proposals or initiatives relating to location(s) outside of the project area defined in the agreement (or established materially when the platform is launched publicly) will require a separate fixed-term subscription
The platform subscription cost includes two hours of professional time for travel to and attendance at one project-related meeting - costs to travel to this meeting, if required, are charged from our head office (BS1 5EH, UK)
Attendance at (and/or travel to) additional project-related meetings is charged at the hourly rate in addition to any travel costs from our head office (BS1 5EH, UK)
Where the 1 or 2 original domain names requested and associated with the platform is/are replaced or supplemented with a new .com or .co.uk domain name, registration and set-up is charged at £115 + VAT per domain name registered
Domain name registration, for domains registered by us for association with the platform, can be transferred to you or a third-party at any time, on request
Once the fixed-term subscription ends (or at any point within the subscription period), the domain names registered and associated with the platform can be redirected to a third party website on request at no additional cost, and this redirection can remain in place until the domain name expiry or renewal date with the domain registrar
Registration will not be renewed by us for those domain names associated with fixed-term subscriptions that have expired and more than 3 months have elapsed since the end of the subscription period
The platform (front-end website, database or login-only dashboard system) can not be transferred to or managed by another web server or hosting provider at any time under any circumstances
The website written content, imagery and any data collected on your behalf remains the intellectual property of you, and the website hosting, software, code-base and content management system remains the intellectual property of us at any times
The website content can not be transferred directly or systematically to a third-party hosting or content management system - should you wish to use a third-party content management system to host the content that the platform provides, it is your responsibility to upload the content to and curate the content on the third-party system and this service does not fall within the scope of the fixed-term subscription
We do not provide or use third-party hosting or content management systems as part of our service - all hosting and content management services provided by us use the Participatr web server

Procurement and invoicing

In all instances, we are willing to complete a new supplier form/questionnaire and/or complete and sign a contract/service agreement between you and us (if required for procurement and/or legal purposes), and this activity is included within the scope of this agreement
In all instances, we are willing to respond directly to and provide specific information in relation to queries or questions relevant to procurement, IT or data security, or contractual matters, in order for you to substantially complete relevant documentation and/or procedures, and this activity is included within the scope of this agreement
Additional professional time taken to substantially complete (or coordinate the completion of) IT or data security questionnaires, contracts or agreements between you and a third-party, registration through a third-party procurement system, IT security testing or providing documented evidence of IT or data security measures will be incurred at the hourly rate
Any third-party costs required to carry out IT security testing, such as penetration or vulnerability testing, in response to a specific request, will be chargeable to you at cost (as well as any additional professional time incurred to coordinate and commission the testing)
We will invoice for the full fixed-term subscription amount, agreed additional services and/or administrative costs detailed in the agreement on the date of the public launch of the platform or 3 calendar months from the date of the agreement, whichever comes sooner
If any details required to invoice correctly for the scope of services detailed in the agreement, such as a purchase order reference or correct invoicing address, are not supplied when the agreement is completed and signed, additional professional time required to seek the required information will be incurred at the hourly rate
VAT is added to all invoice amounts at the prevailing rate
Payment of all invoices is required within 30 days - if payment is not received within 30 days of the invoice date, we reserve the right to temporarily revoke public and client access to the platform until full payment is received
Payment for all invoices is required by electronic transfer - we do not accept payment by cheque, postal order or cash deposit
We reserve the right to charge statutory interest on overdue invoices, charged at 8% of the value of the invoice plus the Bank of England base rate

Work in practice

Participatr Limited’s core working hours are 8.00am to 4.30pm, Monday to Friday, excluding bank and public holidays, and no requests will be actioned outside of these working hours unless agreed otherwise
It is your responsibility to ensure that relevant documents relating to the web page content to be included on the platform, such as written content, images, video content, interactive map GIS boundary data or survey questions, are proactively provided to us by you or an appointed third-party in an appropriate format
Where images are not supplied in a recognised web-ready format (PNG, JPG, TIFF and/or PDF file extensions) and/or requires digital manipulation using image editing software, additional professional time required for conversion or image manipulation will be incurred at the hourly rate
Where GIS data (SHP, KMZ, KML file extensions) is not provided with the correct boundary, line or shape waypoints, and require manual correction using GIS software, additional professional time required for correction will be charged at our hourly rate
We do not provide video editing services - all videos supplied should be in a recognised format (MP4, M4V, AVI, MPEG) and correctly edited for publishing on a web page
Relevant documents and any relevant instructions relating to the web page content must be supplied at least 3 working days (Monday to Friday) prior to the public launch or prior to the date where this content is required to be publicly accessible - whilst we may be practically able and/or willing to curate and upload web page content in a shorter time period, this is not guaranteed and failure to provide documents and instruction at least three working days (72 working hours) prior to public launch is likely to result in delay
Where wholesale changes to the platform content are made within the context of the changes to or evolution of a project, and the discrete proposals included within it, or the evolution or progression of the public engagement process, this is included within the scope of the fixed-term subscription
Where placeholder or draft content (such as text, survey questions or images) is provided and uploaded by us to the platform (prior to public launch) and we are subsequently provided with updated content (prior to public launch), we will replace or make wholesale amendments to the draft or placeholder content on the platform on one occasion within the scope of the fixed-term subscription
Additional professional time required to replace or make wholesale amendments to draft or placeholder content on the platform on more than one occasion, prior to public launch, will be incurred at the hourly rate
Unlimited minor amendments to platform content (including but not limited to correcting typos, adding/removing words or sentences and direct replacement of images or PDF documents) are included within the scope of the fixed-term subscription
Where we are directed by you or an appointed third-party to actively seek or request relevant documents relating to the web page content from third-parties, additional professional time required to do so will be incurred at the hourly rate
Where the platform pages are required to be embedded on a website not hosted by us, we will provide a hyperlink and ‘iframe’ HTML code required to embed the page(s)
Where you have already registered a domain name for association with the digital platform, we will provide Domain Name System (DNS) records necessary to associate the domain name with the Participatr web server, within the scope of the fixed-term subscription
Where you have directly registered a domain name for association with the digital platform, we will provide Domain Name System (DNS) records necessary to associate the domain name with the Participatr web server, within the scope of the fixed-term subscription
Where additional technical advice on embedding the platform on third-party websites or associating an existing domain name with the platform is requested by you or an organisation contracted by you, additional professional time required to do so will be incurred at the hourly rate

At the end of the subscription, or when the subscription is paused

Once an agreement ends or is paused, the platform dashboard and webmail interface will no longer be accessible by you or your appointed third-parties and the platform front-end will remain publicly accessible for 3 months after the agreement end or subscription pause date
Platform data, including content, imagery, stakeholder data, emails and feedback collected through the platform, will be retained for 3 months after the end of the agreement and deleted in full from our web server at the end of this 3 month period if the subscription is not extended before the end of this period
Platform data will be deleted from Participatr Limited’s cloud storage system (used for data backup purposes) within 24 hours of the end of the 3 month period following the end date of the agreement (i.e. 3 calendar months and 1 day after the subscription end date)
Any email addresses set-up and associated with the platform will no longer be accessible and send/receive emails - all emails will be deleted and it is your responsibility to save any emails before the end of the subscription period