Terms & Conditions

2.1 The Agreement is formed upon written acceptance of a proposal or commencement of Services.

2.2 These Terms shall apply to the exclusion of any other terms unless expressly agreed in writing.

2.3 Where applicable, documents shall take precedence in the following order:

• Statement of Work / Proposal
• These Terms
• Master Terms and Conditions

3.1 The Supplier shall provide the Services with reasonable skill and care in accordance with the agreed scope.

3.2 Any services not expressly included are excluded.

3.3 The Supplier does not warrant that the Services will achieve any specific commercial outcome.

4.1 Where Services are designated as a pilot, they are provided for evaluation and validation purposes only.

4.2 The Client acknowledges that outputs may require further development before production use.

4.3 Any performance metrics or outcomes are estimates only and are not contractually guaranteed.

5.1 The Client shall:

• provide timely access to systems, data, and personnel;
• ensure accuracy and completeness of all inputs;
• obtain all necessary licences, consents, and permissions.

5.2 The Supplier shall not be liable for delays or failures caused by the Client's breach of this clause.

6.1 Fees shall be as set out in the proposal.

6.2 Invoices are payable within 14 days unless otherwise agreed.

6.3 The Supplier may suspend Services for non-payment upon written notice.

6.4 All sums are exclusive of VAT and other applicable taxes.

7.1 Any variation to scope must be agreed in writing.

7.2 The Supplier shall not be obliged to commence additional work until commercial terms are agreed.

8.1 All Intellectual Property Rights in Deliverables shall remain vested in the Supplier until full payment is received.

8.2 Upon payment, the Client is granted a non-exclusive, non-transferable licence for internal business use.

8.3 The Supplier retains ownership of all underlying tools, frameworks, and know-how.

9.1 The Services may incorporate artificial intelligence, automation, or machine learning components.

9.2 Outputs generated may be probabilistic in nature and are provided "as is".

9.3 The Supplier makes no warranty as to accuracy, completeness, or fitness for purpose of such outputs.

9.4 The Client shall independently verify outputs prior to reliance.

10.1 Each party shall comply with applicable data protection legislation.

10.2 The Data Protection Addendum forms part of this Agreement.

10.3 The Client remains the data controller unless otherwise agreed.

11.1 Each party shall keep confidential all confidential information of the other party.

11.2 This obligation shall continue for a period of three (3) years following termination.

12.1 The Services may rely on third-party platforms and software.

12.2 The Supplier shall not be liable for failures, outages, or changes in third-party systems.

12.3 The Client is responsible for third-party licensing and compliance.

13.1 Unless expressly stated, no ongoing support or maintenance is included.

13.2 Any such services shall be subject to a separate agreement.

14.1 Deliverables shall be deemed accepted upon:

• written acceptance; or
• five (5) working days after delivery without rejection.

14.2 Any rejection must specify material non-conformance.

14.3 Minor defects shall not constitute grounds for rejection.

15.1 Nothing in this Agreement shall limit liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any other liability which cannot be excluded by law.

15.2 Subject to clause 15.1, the Supplier's total liability shall not exceed the total fees paid under the Agreement.

15.3 The Supplier shall not be liable for:

• loss of profits;
• loss of revenue;
• loss of business;
• indirect or consequential loss.

16.1 The Client shall indemnify the Supplier against any claims arising from:

• misuse of Deliverables;
• breach of applicable laws;
• inaccurate or unlawful data provided by the Client.

17.1 Either party may terminate for material breach upon written notice.

17.2 The Client may terminate for convenience with notice, subject to payment for work completed.

17.3 Upon termination, all outstanding fees shall become immediately due.

Neither party shall be liable for failure to perform due to events beyond its reasonable control.

This Agreement and any dispute or claim (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

20.1 This Agreement constitutes the entire agreement between the parties.

20.2 No variation shall be effective unless in writing and signed by authorised representatives.

20.3 If any provision is held invalid, the remaining provisions shall remain in full force.

20.4 A failure to enforce any provision shall not constitute a waiver of that provision.