1. Definitions

• “Services” means data consultancy, integration, migration, training, and related services as described in a Statement of Work.
• “SOW” means a Statement of Work, signed by both parties, setting out the specific scope, deliverables, timeline, and fees for a project.
• “Deliverables” means all work product, documentation, reports, configurations, and materials produced under an SOW.
• “Confidential Information” means all non-public information disclosed by either party in connection with the engagement.
• “Personal Data” has the meaning given in the UK GDPR.

2. Engagement and Scope

All engagements commence upon execution of a signed SOW and receipt of the agreed deposit payment. Services are provided exclusively as described in the relevant SOW. Any additional work requested outside the agreed scope will be addressed via a Change Order, agreed in writing before work commences.

We reserve the right to decline to provide services where we reasonably believe the request falls outside our capabilities, conflicts with our values, or would not serve the client’s best interests.

3. Our Obligations

We agree to:

• Perform services with reasonable skill, care, and diligence.
• Assign appropriately qualified personnel to each engagement.
• Communicate progress at regular intervals as agreed in the SOW.
• Notify you promptly of any material issues or risks that arise during delivery.
• Comply with all applicable laws, including UK GDPR and the Data Protection Act 2018.
• Keep your Confidential Information secure and not disclose it to third parties except as permitted under these Terms.

4. Client Obligations

You agree to:

• Provide us with timely access to systems, data, personnel, and information reasonably required to perform the services.
• Designate a named point of contact with sufficient authority to provide instructions and approvals.
• Review and provide feedback on deliverables within the timeframes set out in the SOW.
• Ensure all data provided to us is accurate and lawfully obtained.
• Comply with your own obligations under UK GDPR in respect of personal data you share with us.
• Attend training sessions and check-ins as agreed.

Delays caused by the Client’s failure to meet these obligations may result in revised timelines and/or additional charges, which will be communicated in writing before any additional fees are incurred.

5. Fees and Payment

5.1 Fixed-fee engagements

All fees are fixed as stated in the SOW. Standard payment terms are:

• 50% deposit due upon commencement of services.
• 50% balance due upon delivery and sign-off of final deliverables.

For Transformation engagements, a three-instalment milestone schedule may be agreed in the SOW.

5.2 Additional work

Out-of-scope work is charged at £150 per hour, agreed in advance via a written Change Order.

5.3 Late payment

Invoices are due within 30 days of issue. Late payments will incur statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate. We reserve the right to suspend services where invoices are more than 14 days overdue.

5.4 Expenses

Reasonable, pre-approved out-of-pocket expenses (e.g. travel, third-party software licences) will be invoiced at cost. Expenses exceeding £100 require prior written approval.

6. Intellectual Property

6.1 Pre-existing IP

Each party retains ownership of all intellectual property it owned prior to the engagement. We retain ownership of our methodologies, frameworks, tools, and templates.

6.2 Deliverables

Upon receipt of full payment, we assign to you ownership of all bespoke deliverables created specifically for your organisation under the SOW. This excludes our pre-existing IP and any third-party tools or platforms.

6.3 Licence to pre-existing tools

Where deliverables incorporate our pre-existing IP or tools, we grant you a non-exclusive, royalty-free, perpetual licence to use them for your internal organisational purposes.

6.4 Portfolio rights

We may reference the nature of work undertaken for you (but not confidential details) in our portfolio and marketing materials, unless you notify us in writing that you object.

7. Confidentiality

Both parties agree to keep the other’s Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except:

• Where required by law or regulatory authority.
• To professional advisers who are bound by equivalent confidentiality obligations.
• Where the information is already in the public domain through no fault of the receiving party.

This obligation survives termination of the engagement for a period of five years.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total liability to you for any claim arising from or related to these Terms or an SOW shall not exceed the total fees paid by you under the relevant SOW in the 12 months preceding the claim.
• We shall not be liable for any indirect, consequential, special, or incidental loss, including loss of profits, loss of data, or loss of goodwill.
• We shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control (force majeure).

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

9. Warranties and Disclaimers

We warrant that:

• We have the right and authority to enter into these Terms.
• Services will be performed with reasonable care and skill.
• We hold appropriate professional indemnity and cyber liability insurance.

We do not warrant that services will be uninterrupted, error-free, or that our recommendations will achieve any specific outcome. Technology and data environments involve inherent uncertainties that may affect results.

10. Termination

10.1 Termination for convenience

Either party may terminate an SOW with 30 days’ written notice. You will be liable for fees for all work completed to the date of termination, plus a 20% administration charge on the remaining balance.

10.2 Termination for cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.

10.3 Effect of termination

On termination, each party will return or destroy the other’s Confidential Information. We will deliver all completed work product to you. Clauses relating to confidentiality, IP, limitation of liability, and governing law survive termination.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of England and Wales. In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, the dispute shall be referred to mediation before either party may commence litigation. Any legal proceedings shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted on our website and, where material, communicated to active clients. Continued engagement following notification constitutes acceptance of the updated Terms.

13. Contact