Recovered from the previous website. Retained for review before launch.
Effective Date: September 29th 2023
1. Introduction and Definitions
“Client” means the recipient of services via a Statement of Work (“SOW”).
“Services” include software development, systems integration, consultancy, support and maintenance.
“Deliverables” means final outputs as outlined in the SOW.
“Background IP” means our pre-existing tools, frameworks or know‑how.
2. Scope & Proposals
Services are defined in individual SOWs, including features, timeline, acceptance criteria, pricing, milestones, roles & responsibilities.
We may provide proofs‑of‑concept or prototypes, subject to separate SOWs or fees.
3. Change Control
Any modifications to scope must be captured via written change requests.
Impact on price and timeline to be agreed before commencement of additional work.
4. Client Participation
You must provide timely decisions, materials, access to personnel/systems, approvals and resources.
Delays caused by client inaction may result in adjusted timelines and fees.
5. Service Levels & Support
We offer support during business hours (9 AM–5 PM UK time), via agreed support channels, with specified response/resolution times in SOW.
Outside scope or emergency work is charged at applicable rates.
6. Fees, Expenses & Payment
Fees and billing schedule are defined in SOW.
Additional expenses (e.g., travel) must be pre-approved and are reimbursable.
Late Payments: If any invoice remains unpaid after the due date, you agree to pay simple interest on the outstanding amount from the day after the payment due date until payment in full (whether before or after judgment), calculated at the rate of 8% per annum above the Bank of England base rate in force at the most recent 30 June or 31 December preceding the due date. Interest will accrue daily on a 365-day year basis. Interest is calculated on the full unpaid invoice amount, compounding only upon further default.
7. Intellectual Property
Client Materials: remain Client property, and you grant us a licence to use them.
Deliverables: are transferred to you upon full payment.
Background IP: remains with us; we grant a perpetual, royalty-free licence for internal use.
Third-party components: are supplied under their applicable licences (e.g., GPL, MIT).
8. Confidentiality
Both parties must protect Confidential Information and only disclose it to employees or advisors under similar obligations.
Exclusions: information that’s already public, known prior, independently developed, or legally ordered to be disclosed.
Obligations persist during the contract and for 3 years afterward.
9. Warranties and Acknowledgements
We warrant that Services will be performed with reasonable skill and care, and that Deliverables will substantially conform to agreed specifications.
You warrant that you hold rights to all materials you provide.
Disclaimer: we exclude indirect or consequential loss except in cases of personal injury or gross negligence.
10. Indemnity
By Us: we will defend and indemnify you against IP infringement claims arising from our Background IP or services.
By You: you will indemnify us against claims arising from your materials, third-party data, or misuse of deliverables.
11. Limitation of Liability
Our liability (except personal injury or indemnities) is capped at the fees paid under the relevant SOW.
Neither party is liable for indirect, incidental, consequential losses, or loss of profits, data, or revenue.
12. Term, Termination & Suspension
The term begins on the SOW start date and continues to completion unless terminated earlier.
Termination may occur for material breach (uncured after 30 days), insolvency, or cessation of trading.
Upon termination, you pay for all work to date, and we may suspend access to Deliverables.
Provisions relating to IP, confidentiality, liability, and indemnity survive termination.
13. Data Protection
We act as a data processor (unless otherwise agreed), processing per your instructions in compliance with UK & EU GDPR.
Further details are available in our Privacy Policy.
14. Export Control
Services will comply with UK and EU export/import control laws.
You must not provide or transfer any prohibited content.
15. Anti‑Bribery & Corruption
Both parties shall comply with the UK Bribery Act 2010.
No part of the fees shall be used for illegal payments or facilitation.
16. Dispute Resolution
Prefer amicable resolution of disputes.
If unresolved within 30 days after escalation to senior managers, refer to mediation before litigation.
17. Governing Law & Jurisdiction
This Agreement is governed by English law, and the courts of England & Wales have exclusive jurisdiction.
18. General
- This Agreement constitutes the entire understanding and supersedes previous communications.
- Notices must be sent to the registered office or via email.
- Force majeure applies where performance is hindered by uncontrollable events.
- If any part is deemed unenforceable, the rest remains in effect.
- No assignment is permitted without prior written consent, except in corporate restructuring.