Effective as of 04 April 2025

The services

Under these terms and conditions, the Company will provide consulting, design, and development services.  These services include software development, database management, data processing, and website layout for IT projects. The details of the services will be defined in Statements of Work (SOWs). The Contractor is engaged to assist the Company with the services set out in the SOWs.  

The contractor’s responsibilities

The Contractor shall provide consulting services, design and development services, software supply and testing, database management, data processing, website and web portal layout, and other services related to the execution of information technology projects (collectively referred to as the “Services”). The specific description and scope of the Services shall be agreed upon by the Company and the Contractor in writing. The Customer agrees to accept and pay for the Services in accordance with the terms of this Agreement.
The specific details of the Services, including but not limited to expertise required, deliverables, applicable rates, payment terms, and timelines, shall be outlined in separate SOWs”. Each SOW shall form an integral and binding part of this Agreement. 

Provision of services and acceptance of services

The Contractor shall provide the services at its own risk and expense and shall be fully responsible for the performance and quality of the services. The Contractor may engage subcontractors only with the prior written approval of the Company, and the Contractor shall remain fully liable for the work, performance, and compliance of any subcontractors. All subcontractors must adhere to obligations consistent with this Agreement, and the Company reserves the right to reject any subcontractor without liability.
If requested by the Company, the Contractor must ensure that all subcontractors complete test tasks to assess their skills and quality of performance before being engaged in service delivery.
Upon completion of a specific milestone or full performance of the services, the Contractor shall submit an invoice to the Company via electronic communication (e.g., email). The Company shall review the invoice within seven (7) business days and make payment within fourteen (14) business days, provided that the services meet the required standards. Payment does not constitute automatic acceptance of the services. The Company reserves the right to dispute the invoice or request revisions to the services if they do not meet agreed specifications. If the Company does not reject the services in writing within the review period, the services shall be deemed provisionally accepted, but the Company retains the right to raise quality concerns subsequently.
The Contractor shall ensure that all services strictly comply with industry standards, technical specifications, and any other quality requirements outlined by the Company. The Company may set additional quality and performance requirements in the relevant SOW, and failure to meet such requirements may result in rejection or non-payment for the services.

Payment arrangements

The rate, currency, and payment terms applicable under this Agreement shall be defined in the relevant SOW.  Payments for services provided by the Contractor shall be made only upon the Customer’s acceptance of the completed work, based on a properly issued invoice. The Customer reserves the right to reject or delay payment if the services are not performed in accordance with the agreed specifications, quality standards, or timelines.
Payments shall be made according to the terms specified in the SOW. The Customer shall not be liable for any payment unless the Contractor has fully performed the services as required. Payments shall be made only upon full completion of the services or, where applicable, upon reaching agreed milestones, provided the Contractor submits a valid invoice within fourteen (14) business days of milestone completion.
The Customer shall transfer funds to the Contractor’s designated bank account within fourteen (14) business days following acceptance of a valid invoice. If the Customer disputes an invoice or identifies deficiencies in the services provided, payment shall be withheld until such disputes are resolved to the Customer’s satisfaction. Payment does not constitute acceptance of defective or non-conforming work, and the Customer retains the right to request revisions or corrections at no additional cost.
If services are provided for the benefit of third parties, payments shall be made strictly as per the terms agreed upon by the Customer. The Customer shall have sole discretion in acting as an agent for such third parties and shall bear no liability for their payment obligations. The Contractor acknowledges that the Customer is not responsible for third-party financial commitments beyond what is explicitly agreed upon.
Any bank fees, commissions, or charges related to the transfer of funds, including SWIFT payments or intermediary bank fees, shall be borne by the Contractor, unless explicitly agreed otherwise in writing by the Customer. The Customer shall not be liable for additional costs beyond the agreed service fees outlined in the SOW.
The Contractor shall have no right to demand or withhold additional fees, commissions, or penalties beyond the payments expressly stipulated in this Agreement. The Customer shall not be liable for any late fees, interest, or penalties unless explicitly agreed in writing. The Customer retains the right to withhold payment if the Contractor fails to meet service delivery obligations or breaches this Agreement.

Company’s rights and obligations

The Company shall have no obligations under this Agreement except as expressly stated herein. The Company shall not be liable for any failure or delay in providing information, materials, or access unless such failure results solely from its gross negligence or wilful misconduct.
The Company may, at its sole discretion, provide the Contractor with information and documents necessary for service provision. However, the accuracy, completeness, and timeliness of such information shall not be guaranteed, and the Company shall bear no liability for any reliance placed on it by the Contractor.
The Company’s Customers retain full discretion to accept, reject, or request modifications to the services provided by the Contractor. The Customer’s acceptance of services shall not constitute a waiver of its rights to reject defective, non-conforming, or delayed services at any later time.
The Customer shall make payments only for services that meet its full satisfaction and reserves the right to withhold payment in the event of any deficiencies or contractual breaches by the Contractor. Payments shall be made strictly in accordance with the agreed terms and shall not be deemed automatic or unconditional.
The Customer shall not be liable for any confidential or proprietary information voluntarily disclosed to third parties by the Contractor. Any disclosure of confidential information by the Customer shall require the prior written consent of the Customer and shall be at the Customer’s sole discretion.
The Company shall have the right to:

• Provide the Contractor with instructions and expectations regarding the process, quality, and execution of the services, which shall be binding upon the Contractor.
• Supervise, monitor, and control the quality and execution of the Contractor’s services at any stage.
• Request and receive all necessary information regarding the services provided, at any time and in any format deemed appropriate by the Customer.
• Conduct audits or examinations of the Contractor’s business transactions, including those involving third parties, through an independent auditor, with the Contractor ensuring full cooperation and disclosure of all requested records.
• Terminate or suspend this Agreement at its sole discretion without liability, subject to the applicable notice period.

Contractor’s obligations

The Contractor shall be fully responsible for the provision of services at its own risk and expense, in strict compliance with the terms of this Agreement, as well as with the Customer’s instructions and expectations.
The Contractor shall be solely responsible for ensuring that its employees, subcontractors, or agents comply with the obligations set forth in this Agreement. Any failure, error, or misconduct by such persons shall be deemed a breach by the Contractor itself.
The Contractor shall provide regular updates regarding the progress of services in the format and frequency specified by the Customer. The Contractor shall bear full liability for any inaccuracies, omissions, or delays in the information provided.
Upon termination of this Agreement, the Contractor shall promptly return all documents, records, and materials obtained from the Customer. The Contractor shall permanently delete all electronic copies of confidential or proprietary information and shall cease any use of such materials.
The Contractor shall not retain, use, or claim any intellectual property created under this Agreement. All intellectual property rights, including present and future rights in the services, shall automatically vest in the Customer upon creation, without the need for further assignment or transfer.

Contractor’s limited rights

The Contractor may request information necessary for service provision; however, the Customer shall have the absolute right to withhold or deny any such request in order to protect confidential information, trade secrets, or third-party interests. The Contractor shall have no claim against the Customer for any refusal to disclose such information.
The Contractor shall be entitled to payment only for services duly completed, accepted, and approved by the Customer. The Customer retains the sole discretion to withhold, delay, or dispute payment for any services that do not meet the required standards or contractual obligations.

Disclaimer

The Company operates solely as an intermediary and does not directly provide or perform any services or work. All services are carried out by independent subcontractors engaged by the Customer. The Company assumes no responsibility for the performance, quality, or outcome of any work undertaken by subcontractors.
The Company shall not be liable for any loss, damage, costs, or expenses incurred by the Customer as a result of any act, omission, negligence, or default of any subcontractor. The Customer acknowledges that any contractual or legal relationship in respect of the services provided exists solely between the Customer and the subcontractor.
The Company makes no warranties, representations, or guarantees regarding the suitability, qualifications, or performance of any subcontractor and shall not be held responsible for any disputes, claims, or liabilities arising from their engagement. It is the sole responsibility of the Customer to ensure that the subcontractor meets their requirements and expectations.
Once the services are completed or a milestone is reached, the Customer will have five business days to review the work and raise any concerns about its quality. If no concerns are raised within this timeframe, the services will be considered accepted.

Liability and insurance

You are required to obtain insurance to cover your own legal liability. 
Nothing in this subheading shall limit the Parties payment obligations or any liability which cannot be legally limited, including but not limited to liability for:
1. Death or personal injury caused by negligence;
2. Fraud or fraudulent misrepresentation; and
3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982. 
The Parties shall be liable for any non-performance or improper performance of their obligations under this Agreement strictly in accordance with the terms set out herein and the laws of England and Wales. The Company shall bear no liability for any losses, claims, damages, or expenses incurred by the Contractor, unless arising directly from the Company’s gross negligence or wilful misconduct.
The Contractor shall be solely responsible for ensuring that its employees, agents, subcontractors, or any other persons engaged in the execution of this Agreement fully comply with its terms. The Contractor shall be entirely liable for any acts, omissions, errors, misconduct, or breaches of duty committed by such individuals in connection with the performance of services.
The Contractor expressly acknowledges that the Company is a service platform facilitating the engagement between the Contractor and Customers. The Company assumes no responsibility for the performance, quality, legality, or outcomes of the services provided by the Contractor. The Contractor shall indemnify, defend, and hold harmless the Company, its officers, directors, employees, and affiliates from and against all claims, liabilities, losses, damages, costs, and expenses (including legal fees) arising from:

• Any failure of the Contractor to perform its obligations under this Agreement;
• Any breach of laws, regulations, or third-party rights by the Contractor or its personnel;
• Any negligence, misconduct, or misrepresentation by the Contractor in relation to the services provided;
• Any claim from Customers or third parties regarding the Contractor’s performance, including claims for defective, inadequate, or delayed service delivery.

The Company shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or business opportunities suffered by the Contractor;
• Any delays, service interruptions, or failures caused by third-party service providers, force majeure events, or factors beyond the Company’s reasonable control;
• Any contractual disputes, liabilities, or issues arising between the Contractor and end Customers.

This Agreement shall come into effect on the dates specified in the relevant SOWs and shall automatically renew for successive one-year terms, unless either Party provides written notice of termination at least two months prior to the expiration of the current term.
During the first month of this Agreement, either Party may terminate the contract with seven (7) days’ written notice, without any further liability beyond the payment for services already accepted by the Company.

Confidentiality and non-disclosure 

For the purposes of this subheading, “Confidential Information” shall mean any financial, commercial, technical, or other information in any form, including but not limited to a Party’s business plans, methods, and practices; personnel, customers, and suppliers; inventions, processes, methods, products, patent applications, and other proprietary rights; as well as research-related data, know-how, formulas, designs, sketches, photos, schemes, technical requirements, report templates, mock-ups, and any information regarding clients of the Customer, cost of services, findings, computer programs, technical information, ideas, and any other information provided under this Agreement.
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 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 two 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 two 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:

• 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
• 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.

Restrictive covenants

For the purposes of this subheading, the following definitions shall apply:
Restricted Business: those parts of our Company with which were active during our engagement, and in the period of 12 months before termination of our engagement.
Restricted Customer: any firm, company or person who, during the 12 months before the termination of our engagement, was a customer or prospective customer of or in the habit of dealing with the Company.
Restricted Person: anyone employed or engaged by our Company and who could materially damage our Company, if they were involved in any capacity in any business concern which competes with any Restricted Business.
In order to protect the Company’s Confidential Information and our business connections to which you have access as a result of the engagement, you covenant with us that you shall not:

• for 5 years after the Company have rendered the services to you, solicit or endeavour to entice away from us the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;
• for 5 years the Company have rendered the services to you, offer to employ or engage or otherwise endeavour to entice away from us any Restricted Person;
• for 5 years after Termination, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement.

The restrictions imposed on you by this subheading:

• directly or indirectly; and
• on your own behalf or on behalf of, or in conjunction with, any firm, company or person.

Each of the restrictions under this subheading is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

Intellectual property rights

Any intellectual property created, developed, or delivered by the Contractor in the course of providing the services under this Agreement shall automatically and exclusively belong to the Customer. The Contractor acknowledges and agrees that all proprietary rights, title, and interest, including but not limited to copyright, database rights, patents, trade secrets, design rights, and any other intellectual property rights in any jurisdiction, shall vest in the Customer from the moment of creation.
The Customer shall hold full and exclusive ownership rights over all materials, software, code, designs, documentation, databases, audiovisual content, and any other artefacts created under this Agreement (collectively, the “Deliverables”). This includes the right to use, modify, distribute, assign, or otherwise exploit the Deliverables in any form, without restriction, in perpetuity, and in any territory.
The Contractor shall have no rights, claims, or interests whatsoever in the Deliverables, including moral rights, and shall not use, reproduce, distribute, or claim ownership over any work performed under this Agreement. Any right to authorship or attribution is expressly waived by the Contractor.
The Customer shall have the exclusive right to:

• Use, reproduce, display, and modify the Deliverables in any manner;
• Distribute, sublicense, sell, or assign the Deliverables to third parties;
• Prevent any unauthorised use, reproduction, or exploitation of the Deliverables;
• Exercise all proprietary rights that exist now or may exist in the future.

The Contractor shall promptly deliver to the Customer all source code, design files, data, documentation, and any other materials necessary for the reproduction, maintenance, or further development of the Deliverables. This transfer shall occur via an online repository or other agreed method at least once every two weeks, and within seven (7) business days of payment for each completed milestone.
The cost of the services under this Agreement includes full compensation for the assignment of all intellectual property rights to the Customer. No additional fees, royalties, or other payments shall be due to the Contractor for the Customer’s use or exploitation of the Deliverables.
The Contractor warrants that all Deliverables are original, do not infringe any third-party intellectual property rights, and that it has the full right and authority to assign all such rights to the Customer. If any third-party claim arises alleging infringement, the Contractor shall be fully responsible for resolving such claims at its own cost, including any legal liabilities incurred by the Customer.
Upon termination of this Agreement, the Contractor shall:

• Return all materials, documents, and confidential information belonging to the Customer;
• Permanently delete all electronic copies of confidential information from its devices and servers;
• Cease any use, reproduction, or reference to the Deliverables.

The provisions of this clause shall survive termination of this Agreement and remain in full effect for the entire term of copyright protection under the Copyright, Designs and Patents Act 1988, and any other applicable intellectual property laws of England and Wales.
The Contractor may not enter into any agreement with a third party that contradicts or diminishes the Customer’s intellectual property rights under this Agreement. Any such agreement shall have no effect in relation to the rights granted to the Customer herein
The Contractor hereby assigns to the Customer with full title guarantee all of the intellectual property rights in the services rendered to the Customer. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions, and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. 
This assignment shall take effect in respect of a work upon the delivery of that work to the Customer, however the Contractor endeavours to assign and transfer all materials every two weeks. 
To the maximum extent permitted by applicable law, the Contractor irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the products and services to which the Contractor may at any time be entitled, and undertakes to ensure that all individuals involved in the Services will irrevocably and unconditionally waive all moral rights in respect of the products and services to which they may at any time be entitled. 

Governing law and jurisdiction

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 will have exclusive jurisdiction.

Severability

If any of these T&C’s 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 or conditions.

Force majeure

The Company is not liable for any delays caused by circumstances beyond Company’s control, e.g. general employee disputes, extreme weather, acts of war, fire, lightning, terrorist attacks, changed governmental orders, technical problems, defects in power- /tele-/computer communications or other communication and defects or delays in the service by sub-suppliers due to circumstances set forth above. Such circumstances shall result in relief from damages and other measures. If the situation has lasted for more than two months, both the Contractor and the Company are entitled to terminate the purchase with immediate effect.

No partnership or agency

Nothing in these terms and conditions 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

These terms and conditions 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 these terms and conditions 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 these terms and conditions.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this these terms and conditions. 
These terms and conditions shall come into force at the moment that the customer purchases any services from the Company and the Contractor engages in the matter.