PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SITE

The Services

Under these terms and conditions (“Agreement”), the Company will provide consulting, design, and development services as per the instructions of the Customer. These services include software development, database management, data processing, and website layout for IT projects. The scope and description of the services will be defined in a separate statement of work document (the “Engagement”), which will form an integral part of this Agreement. The Customer agrees to accept and pay for these services in accordance with the terms outlined below.

The Customer acknowledges and agrees that the minimum appointment for the services under each relevant Engagement shall be no less than forty (40) hours per calendar month. The minimum monthly engagement shall be calculated by reference to the applicable hourly rates of the personnel engaged in providing the services during the relevant month, as set out in the relevant Engagement. 

By registering an account on our site, you confirm that you have read, understood and agree to be bound by this Agreement, together with any other policies or notices referenced within them. If you do not agree to these terms, you must not create an account or continue to use our site.

Your registration creates a binding agreement between you and us, and you are responsible for ensuring that any information you provide during the registration process is accurate, complete and kept up to date. You are also responsible for ensuring that anyone who accesses our site using your account details complies with this Agreement.

We may update or amend this Agreement from time to time. Continued use of your account after changes have been posted will be treated as acceptance of the updated terms.

The Services that we provide

The Company will deliver services based on the expertise, talent, deliverables, rates, and timelines specified in the relevant Engagement. Any changes to the relevant Engagement by the Company must be communicated 30 business days in advance and require Customer approval. The notice shall set out reasonable details of the proposed change and its anticipated impact on the services, charges, and timing.

• The receiving party shall have fifteen (15) business days from receipt of the notice to notify the proposing party in writing whether it accepts the proposed change.

• If the receiving party accepts the proposed change, the parties shall record the change in writing, and the agreed change shall take effect in accordance with that written agreement.

• If the receiving party does not accept the proposed change within the fifteen (15) business day period, the party that proposed the change may terminate the engagement by giving not less than thirty (30) business days’ written notice to the other party. Termination shall be without prejudice to any rights or obligations accrued prior to termination, and the Customer shall remain liable to pay all charges incurred up to the effective date of termination.

The Customer acknowledges and agrees that the Company acts solely as an intermediary and facilitator and does not itself provide, perform or supervise the services. All services may be performed wholly or partly by independent subcontractors engaged by the Company, and no subcontractor shall be deemed to be an employee, agent or partner of the Company. 

The Company may, at its sole discretion, engage, appoint, replace or remove subcontractors for the performance of the services without prior approval from the Customer. 

Except as expressly set out in this Agreement, the Company does not provide any post-delivery support, maintenance, warranty or warranty period in respect of the provision of services.

To the maximum extent permitted by law, the Company shall have no responsibility or liability for the acts, omissions, negligence, defaults, delays, failures, or performance of any contractor or subcontractor, nor for the quality, accuracy, suitability, or outcome of any services performed by a contractor or subcontractor. 

The Company gives no warranties, representations or guarantees, whether express or implied, in relation to any subcontractor, including as to their suitability, competence, qualifications, compliance with applicable laws, or ability to meet the Customer’s requirements. The Customer is solely responsible for satisfying itself as to the suitability of any subcontractor and for managing, supervising and directing the subcontractor in relation to the services.

The Company shall not be liable for any loss, damage, liability, cost or expense suffered or incurred by the Customer arising out of or in connection with any dispute, claim or proceedings between the Customer and any subcontractor, including any claim relating to defective work, delay, non-performance, or breach of contract by a subcontractor which arises from this Agreement or any Engagement. 

If the Customer is dissatisfied with the performance, conduct, or suitability of any subcontractor engaged by the Company in the provision of the services under this Agreement, the Customer may notify the Company in writing, setting out the reasons for such dissatisfaction. Upon receipt of such notice, the Company shall use reasonable endeavours to procure a suitable replacement subcontractor within three (3) business days, at no additional cost to the Customer and on commercial terms no less favourable to the Customer. 

All modifications to this Agreement must be made in writing. Additional agreements must also be documented in written form to be considered valid.

Cost of Services and Payment Terms

The pricing, currency, and payment terms will be defined in the relevant Engagement. Payments will be made based on invoices issued by the Company. These payments must align with the agreed payment terms in the relevant Engagement.

• Prior to the commencement of any services, the Customer shall pay to the Company a non-refundable deposit. Where the engagement of services is on a part-time basis, the deposit shall be calculated by reference to forty (40) hours at the Company’s applicable hourly rate. Where the engagement of services is on a full-time basis, the deposit shall be calculated by reference to one hundred and sixty (160) hours at the Company’s applicable hourly rate. The deposit shall be invoiced in advance and shall be paid in cleared funds before any services are commenced. The Company shall have no obligation to commence or continue the services unless and until the deposit has been received in full.
  
• The Customer must then clear any subsequent invoice issued by the Company within five (5) business days of being in receipt of the same. 

• All payments will be made in the currency defined in the relevant Engagement, following the official exchange rate.

• Any additional fees for fund transfers, including SWIFT payments, are the sole responsibility of the Customer.

• The Customer must ensure that all payments are made in full and on time.

• A third party can make payments on behalf of the Customer, but the Customer remains responsible for ensuring the payment is made correctly. The Company may request written confirmation of such payments.
• Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company any invoice or sum due on its relevant due date:
  • the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and 
  • the Company may suspend all or part of the services until payment has been made in full by the Customer. 

The Company may propose changes to the fees at intervals of no less than six (6) months by giving the Customer written notice of the revised rates. The Customer shall have fifteen (15) business days from receipt of such notice to notify the Company in writing whether it accepts the proposed changes. If the Customer does not notify the Company of its rejection within that fifteen (15) business day period, the revised rates shall be deemed accepted and shall take effect from the date specified in the Company’s notice. If the Customer rejects the proposed changes within that period, either party may, at its discretion, terminate the Engagement by giving not less than thirty (30) business days’ written notice to the other party. 

Provision and Acceptance of Services

The Company may engage subcontractors without prior approval from the Customer. Any subcontractors involved must meet the same obligations as outlined in this Agreement. 

Upon the Company’s completion of the relevant services or achievement of any agreed milestone, the Company shall notify the Customer, following which the Customer shall have forty-eight hours (48) to review the relevant services or deliverables and notify the Company in writing of any material non-conformity with the agreed scope or specifications, providing reasonable detail of the issues identified.

If the Customer does not notify the Company of any concerns within the review period, the services or deliverables shall be deemed accepted in full and final satisfaction of the Company’s obligations in respect of that milestone or completion stage, and the Customer shall have no further right to reject them.

Where the Customer has validly notified concerns in accordance within 48 hours of reviewing the relevant services or completion of the agreed milestone, the Company shall use reasonable endeavours to procure that the relevant subcontractor remedies the notified issues within fifteen (15) business days of receipt of the notice, or such longer period as may be reasonably required having regard to the nature of the issues, provided that the Company gives the Customer reasonable updates on progress. 

The remedy period set out above shall be the Customer’s sole and exclusive remedy in respect of any failure of the services or deliverables to conform to the agreed scope or specifications, and the Company shall have no further liability once such issues have been remedied or reasonable attempts to remedy them have been made. 

The Customer acknowledges that minor defects or immaterial deviations which do not materially impair the use or purpose of the services shall not constitute grounds for rejection or non-acceptance.

The Company shall issue monthly reports to the Customer in respect of the services completed during that month, setting out the work performed and the hours worked and or deliverables completed, which shall form the basis for invoicing of the fees in accordance with this Agreement. 

The Customer shall review the monthly reports promptly, and shall notify the Company in writing of any material errors, defects or non-conformities within forty-eight (48) hours of delivery of the relevant monthly report, providing reasonable detail of the issues identified. Failure to notify the Company within this period shall constitute irrevocable acceptance of the services provided in that month, as identified in the relevant monthly report.  

The Customer shall pay all undisputed invoices issued by the Company in full, without set-off, deduction or counterclaim, within five (5) business days of receipt of the relevant invoice, to a bank account nominated in writing by the Company from time to time. 

All payments shall be made in the currency agreed in writing by the parties. Where any currency conversion is required, it shall be calculated using the Company’s nominated exchange rate or, failing that, the official exchange rate published by the Bank of England on the invoice date, and any exchange rate fluctuation or conversion loss shall be borne solely by the Customer.

The Customer shall be solely responsible for all bank charges, transfer fees, intermediary bank charges, foreign exchange costs, SWIFT fees and any other charges incurred in connection with making payments to the Company, and shall ensure that the Company receives the full invoiced amount free and clear of any deductions.

The Customer’s Rights and Obligations

The Customer and User undertakes to the Company, that they will:

1. provide the Company, in a timely manner, with accurate, complete, and necessary information and documents required for the proper delivery of services;
2. co-operate with the Company in all matters relating to the services;
3. make a deposit payment to the Company in accordance with this Agreement;
4. notify the Company within five business days of any errors in the services, otherwise such services shall be deemed accepted and rendered in full.;
5. clear all invoices issued by the Company in a timely manner, and in any event, no later than five (5) business days following receipt of such invoice; and 
6. maintain the confidentiality of any sensitive information received during the execution of this Agreement. 

The Company’s Rights and Obligations

The Company shall:

1. render the services in accordance with the terms set out in this Agreement and reasonably consider any instructions or suggestions from the Customer regarding the process and quality of service;
2. keep the Customer informed of the progress of services upon reasonable request and in a manner deemed appropriate by the Company;
3. share relevant information with the Customer at its discretion and, where reasonable, notify the Customer of any significant changes; and 
4. upon the termination of the engagement, consider reasonable requests from the Customer regarding the return of any records or documents previously provided by the Customer.

The Company reserves the right to:

1. request any information it deems necessary for the proper delivery of services under the engagement with the Customer;
2. immediately halt any services rendered if the Customer fails to pay the invoices issued by the Company; and 
3. use third-parties to complete the services. 

Termination

Either party may terminate this Agreement by providing at least thirty (30) calender days’ written notice.

During the notice period, all parties must continue to comply with these terms, submit reports, deliver work, and pay invoices in the normal manner. The Customer’s prepaid month will be applied to the final month of service, and no additional charge will be made for that month beyond the prepayment already received. Any remaining balance from the deposit, after all outstanding amounts have been settled, will be refunded to the Customer with fifteen (15) business days. 

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 15 business days after being notified in writing to do so;

2. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

4. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

5. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 15 calendar days;

6. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

7. Without affecting any other right or remedy available to it, the Company may terminate this Agreement with immediate effect by giving written notice to the Customer if:

1. the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 5 business days after being notified to make such payment.

No post-support period

We do not provide any post-delivery support, maintenance or warranty period after the completion of any work or services. Any assistance requested after completion will be treated as a new request and may be chargeable in accordance with our usual time-and-materials rates.

Placement Fee

For the purposes of this clause:

“Restricted Business” means any business, product or service of the Company with which the Company was materially involved, or which was actively planned or developed, during the term of this Agreement and the twelve months preceding termination or expiry.

“Restricted Customer” means any person or entity who, during the twelve months preceding termination or expiry, was a customer, client, prospective customer, or party in active negotiations with the Company, including where a proposal, quotation, pitch or tender had been submitted.

“Restricted Person” means any individual engaged by the Company during the twelve months preceding termination or expiry whose engagement by a competing business could reasonably cause material harm to the Company due to their role, influence, or access to confidential, commercial or customer information.

The Customer shall not, for twelve months following termination or expiry of this Agreement, directly or indirectly:

1. solicit or attempt to solicit any Restricted Customer in competition with the Restricted Business;

2. deal with any Restricted Customer where such dealing results from a breach of this clause; 

3. solicit, engage, or attempt to engage any Restricted Person; or

4. engage any Restricted Person where the Customer knew or ought reasonably to be aware that such engagement would cause that person to cease or materially reduce their engagement with the Company.

This clause applies whether the Customer acts directly or through any affiliate, agent, or third party.

Each restriction is separate and severable and shall apply to the maximum extent permitted by law, subject to modification where necessary to ensure enforceability.

A breach of clauses relating to Restricted Person shall give rise to a placement fee equal to fifteen (15) per cent of the Restricted Person’s annualised remuneration, calculated by reference to their hourly rate through the Company, payable within fifteen (15) business days of commencement of engagement.

A breach of clauses relating to a Restricted Customer or Restricted Business shall give rise to liquidated damages equal to fifteen (15) per cent of all fees or consideration paid or payable between the Customer and the relevant Restricted Customer during the twelve months following the breach, which the parties agree is a genuine pre-estimate of loss and not a penalty.

The rights and remedies in this clause are cumulative and do not limit any other rights or remedies available to the Company, including injunctive relief.

Time and Materials only

All work carried out by us is provided strictly on a time-and-materials basis. We do not offer or agree to fixed fees, capped fees or any other form of guaranteed pricing. You will be charged for the time spent and resources used in providing any work or services to you.

Working Hours

Our team operates in line with the public holiday calendar of England and Wales. We do not provide services on public holidays in England and Wales unless we have agreed this with you in advance. If we agree to provide services on a public holiday, we may apply premium rates, and we will let you know about these rates before any such work begins.

Our standard working patterns may vary depending on availability and demand, and we do not guarantee service delivery outside our usual business hours unless this has been expressly agreed with you.

GDPR and data processing

We will only process your personal data in accordance with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf, we will do so only in line with your written instructions and only as necessary to provide our services to you.

You are responsible for ensuring that any personal data you provide to us has a lawful basis for its use and that you comply with all applicable requirements relating to transparency, retention periods, data-subject rights and any other obligations under data protection law.

We will take appropriate technical and organisational measures to keep personal data secure and to reduce the risk of unauthorised access, loss or damage. However, we will not be responsible for any legal, financial or regulatory consequences arising from your own failure to comply with data protection laws, except where such consequences arise as a direct result of our negligence.

If you would like further details about how we handle personal data, please refer to our privacy policy.

Confidentiality and non-disclosure 

For the purposes of this subheading, “Confidential Information” shall mean, but is not limited to each party’s: business plans, methods, and practices; personnel, customers, and suppliers; inventions, processes, methods, products, patent applications, and other proprietary rights; or specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information.

Either party may disclose Confidential Information to the other in confidence, provided that the disclosing party identifies such information as proprietary and confidential. This identification can be done by marking written materials or, in the case of oral disclosures or unmarked documents, by notifying the other party through oral communication, email, written correspondence, or any other appropriate means. The receiving party (“Recipient“) shall protect such Confidential Information for a period of three (3) years from the date of disclosure, using the same level of care as it uses for its own confidential information, but no less than reasonable care. The Recipient shall not disclose the Confidential Information to any contractor or third party without prior written consent from the disclosing party. Additionally, the Recipient must ensure that its employees, officers, directors, or agents who have access to the information are aware of its confidential nature and comply with the terms of this Agreement. If any unauthorised disclosure occurs or if legal disclosure is required through a subpoena or other legal process, the Recipient must notify the disclosing party immediately. All confidential information disclosed remains the property of the disclosing party, and no rights or licenses are granted to the Recipient. Upon request, the Recipient must return or destroy all copies of Confidential Information, including any notes related to it. Any breach of confidentiality could cause irreparable harm to the disclosing party, entitling it to seek injunctive relief and damages.

Information will not be considered confidential if it was already known to the Recipient without an obligation of confidentiality, becomes publicly available through no wrongful act, is independently developed without reference to the disclosed information, is approved for release by the disclosing party, or is required to be disclosed by law. The Agreement does not establish a partnership, joint venture, or agency relationship between the parties, and neither party may disclose its existence or terms without prior approval. It represents the entire understanding between the parties and does not obligate either party to disclose information or enter into further agreements. The Agreement remains in effect for three years from the date that the Recipient receives any Confidential Information unless terminated earlier, but the obligation to protect Confidential Information survives its termination.

Each party undertakes that it shall not at any time, and for a period of three years after termination or expiry of the engagement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted below.

Each party may disclose the other party’s confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this provision; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.

Intellectual Property Rights

For the purposes of this clause, “Deliverables” shall mean any output of the services to be provided by the Company to the Customer as specified in the Engagement and any other documents, products and materials provided by the Company to the Customer in relation to the services.

The Company hereby irrevocably assigns to the Customer, with full title guarantee and where permitted by law, all intellectual property rights of any nature whatsoever in the Deliverables. Such assignment shall take effect automatically on a monthly basis in relation to the Deliverables. 

To the maximum extent permitted by law, the Company irrevocably and unconditionally waives, and shall procure the waiver of, all moral rights and similar rights in the Deliverables. 

Any intellectual property rights owned by the Company prior to the commencement of the services or developed entirely independently of the Deliverables (“Background IP”) shall remain the property of the Supplier. To the extent (and only to the extent) that any Background IP is incorporated into or necessary to use the deliverables, the Company grants the Customer a perpetual, irrevocable, worldwide, royalty-free, transferable licence (with the right to sublicense) to use, exploit, modify and reproduce such Background IP for any purpose without restriction.

Governing Law and Jurisdiction

If you are a consumer, please note that these terms of service, their subject matter and their formation, are governed by English law. We both agree that the courts of England and Wales shall have exclusive jurisdiction.

If you are a business, these terms of service, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Severability
If any of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining terms in this Agreement. 

Force Majeure

For the purposes of this clause, “Force Majeure Event” shall mean any circumstance not within a party’s reasonable control, including, without limitation:

1. acts of God, flood, drought, earthquake or other natural disaster;

2. epidemic or pandemic;

3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

4. nuclear, chemical or biological contamination or sonic boom;

5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

6. collapse of buildings, fire, explosion or accident;

7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

9. interruption or failure of utility service.

If a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

The Affected Party shall:

1. as soon as reasonably practicable after the start of the Force Majeure Event but no later than 5 business days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and

2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate this Agreement by giving 15 business days’ written notice to the Affected Party.

No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Entire Agreement

This Agreement constitutes the entire terms and conditions between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. 

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement 

This Agreement shall come into force at the moment that the customer purchases any services from the Company, or registers any account on the Company’s website.