Important: please read clauses 8, 9, 12, 13, 14 and 15. These Terms contain provisions which limit the Supplier's liability, exclude certain categories of loss, restrict the Client's use of the Deliverables, place obligations on the Client to verify outputs before submission to HM Revenue & Customs or any other authority, and require the Client to indemnify the Supplier in defined circumstances. The Supplier draws these provisions specifically to the Client's attention. By instructing the Supplier, accepting a proposal, paying an invoice, or accepting a Handover, the Client confirms that these provisions have been brought to its attention and are accepted.
1.1 In these Terms, the following words have the following meanings:
1.2 Clause headings are for convenience only and do not affect interpretation.
1.3 The words "including", "in particular" and "for example" are illustrative and do not limit the generality of the words preceding them.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5 A reference to writing includes email.
2.1 These Terms apply to all Services supplied by the Supplier and form part of every Agreement, to the exclusion of any other terms the Client seeks to impose or incorporate, including any terms contained in or referred to in a purchase order, order confirmation, portal, supplier onboarding pack or standard conditions of purchase.
2.2 These Terms are incorporated into the Agreement by any one or more of the following: (a) reference in the Proposal; (b) annexation to the Proposal; (c) inclusion in the Handover documentation; (d) reference on an invoice issued before or at the time of delivery; or (e) the Client's written acknowledgement.
2.3 The Client is deemed to accept these Terms on the earliest of: (a) signing or confirming acceptance of the Proposal; (b) issuing written instructions to proceed; (c) paying any invoice issued under the Agreement; or (d) accepting Handover of any Deliverable.
2.4 Order of precedence. If there is any conflict or inconsistency, the following order applies: (a) any Change Request signed or confirmed in writing by both parties; (b) the Handover Certificate; (c) these Terms; (d) the Proposal.
2.5 The Supplier may amend these Terms from time to time. The version in force is the version in effect at the date the Agreement is formed. Amendments do not apply retrospectively to an existing Agreement unless agreed in writing.
3.1 The Supplier shall provide the Services with reasonable skill and care and in accordance with the Proposal.
3.2 Any timetable, delivery date or estimate is indicative only. Time is not of the essence.
3.3 Anything not expressly stated in the Proposal or an agreed Change Request is outside the scope of the Services. In particular, the Services do not include: integration with any system not expressly named; migration of historical data; regulatory, customs, tax, accounting or legal advice; ongoing hosting or system administration; monitoring; disaster recovery; or any obligation to maintain, correct or update a Deliverable after Handover except under a separately purchased support arrangement.
3.4 The Supplier may sub-contract or use third parties in the performance of the Services and remains responsible for their performance to the extent set out in these Terms.
3.5 The Supplier may make reasonable changes to the method of delivery of the Services provided this does not materially reduce the functionality of the Deliverables.
4.1 Either party may propose a change to the Services or Deliverables. No change is binding until agreed in writing by both parties, including any change to fees, scope or timescales.
4.2 Where the Client requests work outside the agreed scope, the Supplier may decline it, or may carry it out and charge for it at the Supplier's prevailing rates.
4.3 Where the Client provides instructions, specifications, calculation rules or worked examples which are later found to be incorrect, incomplete or superseded, correcting the resulting Deliverable is a chargeable change and not a defect.
5.1 The Client shall: (a) provide Client Materials promptly, and ensure they are accurate, complete and lawful; (b) nominate a single point of contact with authority to make decisions; (c) respond to requests for information, decisions and approvals without undue delay; (d) provide such access to its systems, accounts, premises and personnel as the Supplier reasonably requires; and (e) obtain and maintain all licences, subscriptions, consents and permissions required for the Deliverables to operate.
5.2 The Client is solely responsible for the accuracy, completeness and legality of Client Materials. The Supplier is entitled to rely on them without independent verification and shall have no liability arising from any error, omission or ambiguity in them.
5.3 Where a Deliverable encodes a calculation, rule, threshold, code, rate, mapping or process specified by the Client or derived from a Client Material, the Client is solely responsible for the correctness and continued correctness of that specification. The Supplier's responsibility is limited to implementing it as instructed.
5.4 The Client is responsible for maintaining its own accounts and subscriptions with Third Party Services, for the security and administration of those accounts, and for all charges levied by those providers, including usage-based API charges.
5.5 If the Supplier is delayed or prevented from performing by the Client's act or omission, the Supplier is not liable for any resulting delay, cost or loss, and may adjust timescales and charge for wasted time.
6.1 Fees are as set out in the Proposal. Unless stated otherwise, fees exclude VAT (where applicable), third-party subscriptions, licence fees, API usage charges and disbursements, all of which are payable by the Client.
6.2 Invoices are payable within 14 days of the invoice date unless the Proposal states otherwise. Any deposit is non-refundable.
6.3 The Client shall pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law.
6.4 If any sum is not paid when due, the Supplier may: (a) charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend the Services, support, and any further work on notice; and (c) withhold Handover, transfer of Intellectual Property Rights, and delivery of source code, documentation or credentials until payment is received in full.
6.5 Fees are earned as the Services are performed. Termination for any reason does not entitle the Client to a refund of fees already invoiced or paid in respect of work performed.
7.1 The Supplier shall issue a Handover Certificate on completion of the Services, identifying the Deliverables transferred, their version identifiers, and the Known Limitations.
7.2 The Deliverables are deemed accepted on the earliest of: (a) the Client's written confirmation of acceptance; (b) ten (10) working days after Handover without written notice of a material non-conformity; or (c) the Client's first use of the Deliverables in live operation.
7.3 A Known Limitation disclosed at or before Handover is not a defect and does not prevent or delay acceptance.
7.4 From Handover the Client is solely responsible for hosting, operating, administering, securing, configuring, monitoring, backing up and maintaining the Deliverables, and for all decisions taken and actions performed using them.
7.5 The Supplier is under no obligation to retain any copy of the Client's data after Handover, and shall delete it in accordance with clause 11. The Supplier may retain, indefinitely and for evidential purposes only, a copy of the Deliverables as delivered, together with version manifests, checksums, the Handover Certificate, project documentation and correspondence. Such retained material is subject to clause 10.
8.1 Assignment. Subject to clause 8.3 and to payment in full of all sums due, the Supplier assigns to the Client, with effect from the date of full payment, all Intellectual Property Rights in the Deliverables created specifically for the Client under the Agreement, together with the right to sue for past infringement.
8.2 Source code. The Client is entitled to a copy of the source code of the Deliverables in the form in which it was written, without obligation on the Supplier to provide build tooling, development environments, or documentation beyond that specified in the Proposal.
8.3 Background IP reserved. Nothing in the Agreement transfers, assigns or licenses any Background IP. The Supplier retains full ownership of all Background IP and all generic methods, techniques, architectures, patterns, prompt structures, calculation approaches, libraries, components and know-how used or developed in the course of the Services. To the extent any Background IP is incorporated in a Deliverable, the Supplier grants the Client a non-exclusive, perpetual, irrevocable, royalty-free, non-transferable licence to use that Background IP solely as part of that Deliverable and solely for the Permitted Purpose defined in clause 9.1.
8.4 No restriction on the Supplier. The Supplier is free to provide services of the same or a similar kind to any other person, and to build systems of the same or similar function, provided it does not use the Client's Confidential Information in doing so.
8.5 Client Materials. The Client retains all Intellectual Property Rights in Client Materials and grants the Supplier a non-exclusive licence to use them for the purposes of performing the Services.
8.6 The Client warrants that Client Materials do not infringe the Intellectual Property Rights of any third party and shall indemnify the Supplier against all losses arising from any claim that they do.
9.1 Permitted Purpose. The Client may use, modify, extend and adapt the Deliverables for its own internal business purposes and those of its group companies ("the Permitted Purpose").
9.2 Covenant. The Client covenants that it shall not, without the Supplier's prior written consent:
9.3 This clause 9 survives termination or expiry of the Agreement and continues in force indefinitely.
9.4 The Client acknowledges that damages may not be an adequate remedy for breach of this clause 9 and that the Supplier is entitled to seek injunctive relief and specific performance in addition to any other remedy.
10.1 Definition. "Confidential Information" means all information of a confidential nature disclosed by one party to the other, whether before or after the date of the Agreement, in any form and whether or not marked as confidential, including: business plans, strategy, finances, pricing, margins, costs and forecasts; customer, supplier, carrier and broker lists, relationships and terms; systems, credentials, configurations, schemas and source code; and the existence and terms of the Agreement itself.
10.2 Obligation. The Receiving Party shall: (a) keep the Confidential Information strictly confidential; (b) not disclose it to any third party; (c) use it only for the purposes of performing or receiving the Services; and (d) apply no less than a reasonable degree of care to it.
10.3 Supplier's specific undertakings. The Supplier undertakes that it shall not: (a) disclose the identity of the Client's suppliers, the prices or terms on which the Client purchases, or the Client's trading volumes, to any person; (b) use the Client's commercial data for benchmarking, research, marketing, or training of any model; (c) name the Client as a customer without the Client's prior written consent; or (d) retain any Client data after the period specified in clause 11, save as permitted by clause 7.5.
10.4 Permitted disclosures. The Receiving Party may disclose Confidential Information: (a) to those of its personnel, professional advisers, insurers and sub-contractors who need to know it for the permitted purpose, provided they are bound by equivalent obligations; and (b) to the extent required by law or a regulatory or governmental authority, having given the Disclosing Party as much notice as is lawfully practicable.
10.5 Exclusions. The obligations in this clause do not apply to information which: (a) is or becomes public otherwise than through breach of this clause; (b) was lawfully in the Receiving Party's possession without obligation of confidence before disclosure; (c) is lawfully obtained from a third party free of any obligation of confidence; or (d) is independently developed without reference to the Confidential Information.
10.6 Return and destruction. On written request, or on termination or expiry of the Agreement, the Receiving Party shall return or securely destroy all Confidential Information in its possession and confirm in writing that it has done so.
10.7 Duration. This clause 10 survives termination or expiry of the Agreement and continues in force for five (5) years, save in respect of trade secrets where the obligations continue indefinitely.
10.8 Nothing in this clause prevents the Supplier from describing, in general and anonymised terms, the nature of the work performed and the technologies used, provided that no Confidential Information and no information capable of identifying the Client is disclosed.
11.1 Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018.
11.2 Where the Supplier processes personal data on behalf of the Client, the Client is the controller and the Supplier is the processor. The parties shall enter into a separate data processing agreement complying with Article 28 of the UK GDPR.
11.3 The Client is responsible for establishing a lawful basis for all processing, for issuing privacy information to data subjects, for responding to data subject requests, and for notifying the Information Commissioner's Office where required.
11.4 From Handover, the Client alone is responsible for the security of personal data processed by the Deliverables. The Supplier has no liability for any personal data breach occurring after Handover, save to the extent directly caused by the Supplier's own act or omission in the course of separately purchased support.
11.5 The Supplier shall delete Client data held in its own environment within thirty (30) days of Handover or of written request, and shall confirm deletion in writing, subject to clause 7.5.
Client verification is a condition of useThe Deliverables may incorporate artificial intelligence, machine learning, automated document reading and automated calculation. Outputs are advisory. They are not a substitute for professional judgement and must be checked before use.
12.1 No warranty of accuracy. The Supplier does not warrant, represent or guarantee that the Outputs are accurate, complete, current, compliant or free from error. The Client acknowledges that automated extraction and classification are probabilistic in nature and may produce incorrect, incomplete or omitted results without any visible indication of error.
12.2 Calculations specified by the Client. Where the Deliverables implement calculation rules, valuation methods, thresholds, codes, rates, mappings or logic specified by the Client or derived from Client Materials, those rules remain the Client's rules. The Supplier gives no warranty that they are correct or that they reflect current law or guidance.
12.3 Mandatory verification. The Client shall ensure that a suitably qualified and competent person reviews and verifies every Output before it is: (a) submitted or reported to HM Revenue & Customs or any other tax, customs, regulatory or governmental authority; (b) entered into any accounting, ERP or financial system; (c) relied upon in any declaration, return, claim, amendment or certificate; (d) provided to any third party; or (e) otherwise acted upon. This verification obligation is a condition of use of the Deliverables and a material term of the Agreement.
12.4 No professional advice. The Supplier is not a regulated adviser of any description. Nothing supplied by the Supplier constitutes customs, tax, VAT, accounting, legal or regulatory advice. The Client is solely responsible for obtaining its own professional advice.
13.1 The Supplier warrants that it will provide the Services with reasonable skill and care.
13.2 All other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law, including any implied warranty of satisfactory quality, fitness for purpose, or correspondence with description.
13.3 The Supplier does not warrant that: (a) the Deliverables will be error-free or uninterrupted; (b) they will function with any system not expressly stated in the Proposal; (c) they will produce accurate Outputs; or (d) any Third Party Service will be available, perform as expected, or continue to be offered on its current terms.
13.4 The Supplier shall have no liability for: (a) any failure caused by the Client's act or omission or by a Third Party Service; (b) any defect arising from incorrect or incomplete Client Materials or from a change to Client Materials after the Deliverable was built; (c) any defect arising from modification, configuration or operation of the Deliverables by the Client or a third party after Handover; or (d) any Known Limitation disclosed at or before Handover.
14.1 Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter which cannot be excluded or limited by law.
14.2 Excluded losses. Subject to clause 14.1, the Supplier shall not be liable for: (a) any loss of profit, revenue, business, opportunity, contracts, anticipated savings or goodwill; (b) any wasted management time; (c) any regulatory fine, penalty, assessment, surcharge, interest or additional charge levied by HM Revenue & Customs or any other authority; (d) any indirect or consequential loss; or (e) any loss arising from the Client's failure to comply with clause 12.3.
14.3 Cap. Subject to clauses 14.1 and 14.2, the Supplier's total aggregate liability shall not exceed the total fees paid by the Client to the Supplier in the twelve (12) months immediately preceding the event giving rise to the claim.
14.4 Time limit. No claim may be brought against the Supplier more than twelve (12) months after the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim, and in any event more than twenty-four (24) months after the date of Handover.
14.5 Contributory conduct. The Supplier shall have no liability to the extent that any loss is caused or contributed to by the Client's failure to comply with clause 5 (Client obligations) or clause 12.3 (mandatory verification).
14.6 The Client acknowledges that the fees have been calculated on the basis of the allocation of risk in this clause 14, that it has had the opportunity to obtain independent legal advice, that it is able to insure against the risks allocated to it, and that the provisions of this clause are reasonable in all the circumstances.
14.7 Each sub-clause of this clause 14 operates separately. If any part is held unenforceable, the remainder continues in full force.
15.1 The Client shall indemnify the Supplier against all liabilities, losses, damages, claims, demands, proceedings, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:
15.2 The Supplier shall notify the Client promptly of any claim to which this indemnity applies and shall not settle it without the Client's consent, such consent not to be unreasonably withheld or delayed.
16.1 The Deliverables may depend on Third Party Services. The Supplier does not control them and gives no warranty in respect of their availability, performance, security, pricing, continuity or terms.
16.2 The Client is responsible for entering into and maintaining its own contractual relationship with each provider of a Third Party Service used by the Deliverables, for accepting that provider's terms, for all charges arising, and for any international data transfer arising from that relationship.
16.3 If a Third Party Service is withdrawn, deprecated, materially changed, suspended or repriced, any resulting rework is a chargeable change and not a defect.
17.1 The Supplier is under no obligation to provide support, maintenance, correction, monitoring or updates after Handover except where expressly purchased under a written support arrangement.
17.2 Where the Proposal includes a bedding-in or familiarisation period, that period ends on the earlier of the date stated in the Proposal and thirty (30) days after Handover, and covers only clarification, guidance and correction of demonstrable non-conformities with the Proposal. It does not include new features, changes of scope, data correction, configuration changes, or work arising from clause 13.4.
17.3 Where the Supplier is granted access to the Client's environment for support purposes, such access is granted by the Client, is limited to the purpose and duration notified, and does not make the Supplier responsible for the operation, hosting or security of that environment.
18.1 The Agreement begins on acceptance under clause 2.3 and continues until the Services are completed, or until terminated in accordance with this clause.
18.2 Either party may terminate immediately by written notice if the other: (a) commits a material breach which is irremediable, or which is remediable and is not remedied within thirty (30) days of written notice; or (b) becomes insolvent, enters any insolvency procedure, or ceases or threatens to cease to carry on business.
18.3 The Supplier may suspend the Services and any support immediately on written notice if any sum is overdue, or if the Client is in breach of clause 5, 9 or 10.
18.4 On termination: (a) all sums invoiced or accrued become immediately payable; (b) the Supplier's obligations cease; (c) any assignment of Intellectual Property Rights under clause 8.1 takes effect only if all sums have been paid in full; and (d) each party shall comply with clause 10.6.
18.5 Clauses 6, 7.5, 8, 9, 10, 11, 12, 13, 14, 15, 18.4, 18.5, 20 and 21 survive termination or expiry.
19.1 The Supplier is not liable for any delay in or failure to perform arising from an event beyond its reasonable control, including act of God, fire, flood, epidemic or pandemic, war, terrorism, civil disorder, industrial action, failure of utilities, failure or outage of telecommunications or internet services, failure, outage, deprecation or withdrawal of any Third Party Service, cyber attack, government action, and serious illness or incapacity of the Supplier.
19.2 If such an event continues for more than sixty (60) days, either party may terminate the Agreement on written notice without liability, save for sums already accrued.
20.1 Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations and agreements.
20.2 Variation. No variation of the Agreement is effective unless agreed in writing by both parties.
20.3 Waiver. A failure or delay in exercising a right or remedy does not constitute a waiver of that right or remedy. A waiver of a breach does not waive a subsequent breach.
20.4 Severance. If any provision of these Terms is or becomes invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, deleted. Such modification or deletion shall not affect the validity and enforceability of the remaining provisions.
20.5 No partnership or agency. Nothing in the Agreement creates a partnership, joint venture or agency between the parties. Neither party has authority to bind the other.
20.6 Third party rights. The Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
20.7 Assignment. The Client may not assign, transfer, charge or sub-contract any of its rights or obligations under the Agreement without the Supplier's prior written consent. The Supplier may assign or transfer its rights and obligations to any successor to its business.
20.8 Notices. Any notice required under the Agreement shall be in writing and sent to the address or email address of the recipient as last notified. Notices sent by email are effective on receipt of a read receipt or written acknowledgement.
21.1 The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.