What happens when QED delivers something to us?

When we deliver a piece of work, you'll have 10 business days to review it against the agreed criteria and let us know in writing if anything isn't right. If we don't hear from you in that window, we'll treat it as accepted - so please do flag anything promptly. If you do raise an issue, we'll agree a timeframe to fix it and then the clock resets for another review.

What if there are small issues that don't affect how we use the work?

Only material issues hold up acceptance. Tell us about minor ones and we'll log them; where your SOW includes an SLA, we'll fix them in line with it.

What if we find a problem after we've accepted the work?

We stand behind everything we deliver. If a material issue emerges within 90 days of acceptance, just let us know and we'll fix it at no extra cost. We cap our remediation time at 20 hours per month, so for anything more involved we'd agree a plan with you.

What if a deliverable keeps failing to meet the agreed criteria?

If something doesn't pass the agreed acceptance tests, we'll fix and resubmit - as many times as needed until it does, at no additional cost to you. If we genuinely can't get there, we'll work with you to find another resolution.

How will we know what QED is working on?

During active development we report progress at the cadence and in the form set out in your SOW, covering what's done, what's next, and any risks or blockers. Where the SOW doesn't set a cadence, we report at least monthly. That obligation is in clause 4.6 above. We'll always flag anything likely to affect timelines or costs as soon as we know.

What happens if we're slow to provide access or information QED needs?

We need your cooperation to deliver well. If a delay on your side stops our team working for five or more business days, we'll get in touch to agree a revised plan. If we can reassign the team in the meantime, we'll reduce the Fee accordingly. If we can't, the team stays on standby for you and the full Fee remains due.

What if someone on our side treats a member of your team badly?

We ask everyone on your side to treat our team with courtesy and respect. If one of our people tells us they have been harassed by someone working for you, we'll raise it with you, and we may move them off the work, or ask that they no longer work with the person concerned, without the usual notice for a change in a key role. We'll work with you to sort it out, and any delay it causes is treated as a delay on your side.

What does QED do if there's a security incident affecting our data?

We'll notify you in writing within 24 hours of becoming aware of any confirmed or suspected security incident. We'll tell you what happened, what data was affected, what we think the consequences are, and what we're doing about it.

Will QED tell us if they're using AI tools on our project?

We keep a register of the AI systems and third-party AI tools we use in our work and will share it on request. We will never use your data to train or fine-tune any AI model without your prior written consent. We build and deploy AI in compliance with the EU AI Act. This means we do not use prohibited AI practices, we carry out bias testing on models that affect individuals, and we provide appropriate technical documentation for any general-purpose AI models we develop. If you intend to deploy any AI system we build in a regulated context - for example, in recruitment, credit decisions, or any other use case that may be classified as high-risk under the EU AI Act - please let us know before deployment so we can ensure the right documentation and safeguards are in place.

What if AI-generated outputs in a deliverable aren't up to scratch?

Any AI-generated content we deliver is held to the same quality standards as everything else. We test and quality-check all AI outputs before delivery. If something doesn't meet the mark after delivery, let us know and we'll rework it within five business days at no cost to you.

What happens if we don't pay an invoice on time?

Invoices are due within five business days, unless your SOW says otherwise, and late payments carry statutory interest. If an undisputed invoice is still unpaid five business days after it falls due, we'll send you written notice. If payment still isn't received within five business days of that notice, we may pause the affected services until it is.

When do we get our code?

We work in our own repository, and the code for each piece of work comes to you within five business days of its invoice being paid, Work paid for by your monthly fee or in advance is yours as it is created; work invoiced in arrears becomes yours when that invoice is paid. When a project completes or ends, we'll hand over everything you need to operate independently: source code, documentation, build and deployment instructions, architecture notes, credentials, and access to any environments we've been managing. The one exception is work you have not yet paid for: if an invoice is outstanding when we part company we may hold that deliverable back until it is paid, and release it within five business days of payment. Anything you have paid for, and anything of your own, comes to you in every case.

How much notice do we need to give if we want to end our arrangement?

Either side can end the agreement on 60 days' written notice. An individual SOW may set its own notice period, so check the SOW first: where it does, that period applies to the work under it. When any engagement ends, we'll provide a full handover and reasonable transition support: up to 20 hours at no extra charge, and any further time at the rates in your SOW. Everything else works on the same basis as above: everything you have paid for comes to you, and an undisputed unpaid invoice can hold its deliverable and its licence back until it is settled.

What if we have a disagreement with QED?

We'd always rather resolve things quickly and without formality. If something comes up, either of us can set it out in writing (a Dispute Notice), and senior people on both sides then have ten business days to reach agreement. If that doesn't work, either of us can bring in a neutral mediator, costs shared equally: CEDR, or the mediation centre of the Croatian or Serbian chamber of commerce where the agreement is under Croatian or Serbian law. If mediation hasn't resolved it within 30 days, either of us can go to court. Either of us can still ask a court for urgent relief at any time.

Terms & Conditions and FAQs

Terms & Conditions

Version 1.6 - effective October 2026

This document governs how QED delivers services to clients, together with the Client Agreement Pack and any Statement of Work (SOW).

Definitions

The following terms have the meanings set out below:

Acceptance Criteria means the criteria against which Deliverables are assessed, as agreed between the Parties under the applicable SOW and recorded in the Change Document.

Acceptance Period means the period of ten (10) business days following delivery of a Deliverable during which the Client may raise written objections.

Acceptance Tests means the tests used to determine whether Deliverables meet the Acceptance Criteria.

Agreement means these Terms, the Client Agreement Pack, the NDA and every SOW agreed between the Parties, together forming one agreement.

AI Artefacts means any artificial intelligence or machine learning components created or developed in connection with the Services, including without limitation: trained models; model architectures; prompts and prompt frameworks; datasets and training datasets created or curated specifically for the Client; model weights and embeddings; evaluation datasets and benchmarks; inference pipelines; model configuration and hyperparameters; and safety filters and classification taxonomies.

Background IP means all intellectual property owned by or licensed to the Company prior to or independently of this Agreement, including proprietary software, AI libraries, algorithms, model architectures, general-purpose prompt libraries and frameworks, audit methodologies, pre-existing trained models, and all other tools and frameworks used in the delivery of services but not created specifically for the Client under a SOW.

Change Document means the running record of agreed Acceptance Criteria and scope changes maintained for a SOW, as provided for in that SOW.

Client Agreement Pack means the pack of documents issued by the Company to the Client for the engagement, comprising a cover page identifying the contracting entities, the Effective Date, the nominated notice contacts and the governing law, together with these Terms and such other documents as the cover page lists.

Confidential Information means all information of any kind disclosed by one Party to the other, or obtained by one Party in connection with the Agreement, which is identified as confidential or which a reasonable person would regard as confidential given its nature or the circumstances of disclosure, including business plans, financial information, customer and supplier information, source code, designs, know-how, models, prompts, datasets, security information and the terms of the Agreement. It does not include information that is or becomes public other than through a breach of the Agreement or the NDA, was lawfully known to the receiving Party free of any confidentiality obligation before disclosure, is lawfully received from a third party free of any confidentiality obligation, or is independently developed without use of the disclosing Party's information. Where an NDA is in force between the Parties, this definition is additional to and does not reduce the protection given by that NDA.

Deliverables means all work product the Company is to deliver to the Client under a SOW, including software, source code, object code, models, AI Artefacts, datasets, designs, documentation and reports, whether delivered as a discrete item, a milestone or a continuing service output.

Effective Date means the date stated as the effective date on the cover page of the Client Agreement Pack or, where none is stated, the earlier of the date the Client signs these Terms and the date of the earliest conduct described in clause 1.2.

EU AI Act means Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 on artificial intelligence, as amended from time to time.

Fee means the fixed monthly sum payable by the Client for the base capacity reserved for it under an ongoing managed service SOW, in the amount stated in that SOW. The Fee is payable monthly in advance in accordance with clause 11, is payable whether or not the Client uses the full capacity reserved in any given month, and is exclusive of value added tax, expenses, and any charges for work falling outside the scope of the applicable SOW.

Foreground IP means all intellectual property created specifically for the Client under a SOW during the term of this Agreement.

General-Purpose AI Model or GPAI Model has the meaning given in Article 3(63) of the EU AI Act.

High-Risk AI System has the meaning given in Article 6 and Annex III of the EU AI Act.

Infringement Claim means any third-party claim, action or proceeding alleging that the Deliverables, Foreground IP or other materials provided by the Company under this Agreement infringe the intellectual property rights of any third party.

Insolvency Event means a Party being unable to pay its debts or being deemed unable to pay its debts; or a resolution being passed or an order being made by a court of competent jurisdiction for the bankruptcy, winding up or dissolution of that Party (otherwise than for the purposes of solvent amalgamation or reconstruction); or that Party becoming subject to an administration order; or a receiver, administrative receiver, trustee or similar officer being appointed over or an encumbrancer taking possession of the whole or a material part of that Party's property or assets; or the relevant Party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them or taking steps to obtain a moratorium or making an application to a court of competent jurisdiction for protection from its creditors; or if events equivalent to any of the above occur in relation to that Party in any jurisdiction.

NDA means the non-disclosure agreement in force between the Parties, as identified on the cover page of the Client Agreement Pack.

Party means the Company or the Client, and Parties means both of them.

Platform Components means any component, tool, module, pipeline, framework, or infrastructure/deployment configuration that is created, configured, or substantially adapted by the Company in the course of performing a SOW, and which would retain function or value in a deployment for another client without substantive redevelopment. A component may be a Platform Component notwithstanding that it was built or configured during the term of a SOW, provided it meets this test. Platform Components are identified in the applicable SOW; any component that would have no function or value in a deployment for another client without substantive redevelopment does not qualify and constitutes Foreground IP.

Service Levels means the performance standards set out in the SLA.

Services means the services the Company is to perform for the Client under a SOW, including the creation and delivery of the Deliverables and any managed service, support or maintenance the SOW describes.

SLA means the service level agreement for the relevant Services, set out in or annexed to the applicable SOW. Where a SOW contains no SLA, no Service Levels apply to the Services under that SOW and clause 3 is to be read accordingly.

SOW means any Statement of Work agreed between the Parties defining specific Deliverables, timelines, and fees.

Systemic Reliability means the standard of infrastructure stability, data integrity, and operational continuity required to deliver managed services effectively.

The Client means the party identified as the client on the cover page of the Client Agreement Pack.

Undisputed, in relation to an invoice or any part of one, means an amount the Client has not disputed in writing before its due date, stating the grounds for the dispute in reasonable detail. Where only part of an invoice is disputed, the remainder is undisputed and payable on its due date. An amount ceases to be disputed when the dispute is resolved or withdrawn, and a dispute raised under this definition is dealt with under clause 15.

The Company, also referred to as QED, means the QED entity identified on the cover page of the Client Agreement Pack, being one of QED Ltd (registered in England and Wales, company number 15952144), QED d.o.o. (registered in Croatia, registration number 080937316) or QED Tech d.o.o. (registered in Serbia, registration number 22196227). These Terms apply in the same way to each of those entities, and the short form "QED" is used throughout for ease of reading.

1. Formation of Contract

1.1.
These Terms, the Client Agreement Pack, the NDA and every SOW agreed between the Parties together form the Agreement, which is the entire agreement between QED and the Client in respect of the Services.
1.2.
The Client shall be bound by these Terms, notwithstanding the absence of a signed copy, if the Client does any of the following: (a) instructs QED to commence or continue any Services; (b) accepts delivery of any part of the Services; or (c) makes any payment in respect of the Services. Any such conduct shall constitute acceptance of these Terms in full, with effect from the date of the earliest such conduct.
1.3.
Clause 1.2 shall not apply to any variation that increases fees or expands scope beyond that already agreed in writing between the parties, which shall instead be governed by clause 20.12 (Variation).

2. Acceptance of Deliverables

2.1.
A Deliverable is delivered for the purposes of this clause when the Company has supplied it together with the documentation and any other materials the applicable SOW requires to be supplied with it. Where any of those is missing, and the Client notifies the Company within five (5) business days of delivery, the Acceptance Period begins when the missing item is supplied; where the Client does not notify within that period, the Acceptance Period runs from the original delivery. Upon delivery of any Deliverable, the Client shall have the Acceptance Period to review it against the Acceptance Criteria and notify the Company in writing of any material non-conformances. If no written objection is raised within the Acceptance Period, the Deliverable shall be deemed accepted. If objections are raised, the Company shall remedy them within a reasonable agreed timeframe, after which a new Acceptance Period shall commence.
2.2.
The Company warrants that each accepted Deliverable will conform with the Acceptance Criteria for ninety (90) days from acceptance. The Company shall remedy any material non-conformity notified during this period at its own cost, capped at twenty (20) hours per month unless agreed otherwise in the SOW.
2.3.
The Company warrants that it will take reasonable steps before delivery to ensure that no software or Deliverable contains any virus or malicious code, or any vulnerability known to the Company at the time of delivery.
2.4.
Where a Deliverable fails the Acceptance Tests or does not meet the Acceptance Criteria, the Client may provide the Company with a written list of defects. The Company shall remedy all items at its own cost and resubmit for a new Acceptance Period. This process shall repeat until the Deliverable passes, or until the Parties agree an alternative resolution in writing.
2.5.
Where specified in the applicable SOW, the Client may retain a final acceptance payment of up to ten per cent (10%) of the total fees under that SOW until all Deliverables: (a) have been fully delivered, including source code, documentation, and related materials; (b) have passed the Acceptance Tests, where applicable, and meet the Acceptance Criteria; and (c) have been fully transferred to the Client's control, including repositories, build pipelines, environments, and credentials where relevant. The holdback percentage and any conditions applicable to a specific engagement shall be set out in the relevant SOW. Where the only matter preventing release of the retention is the Company's exercise of its withholding right under clause 14.6.3, and the only matter preventing delivery under that clause is non-payment of the retention, the Parties shall perform simultaneously: within five (5) business days the Company shall deliver and the Client shall pay the retention on the same day. Neither Party may rely on the other's non-performance of that exchange as a ground for continuing to hold.

3. Service Warranty Disclaimer

Except as expressly stated in this Agreement and in the SLA, all services and Deliverables are provided "as is." The Company does not warrant that software, systems, or Deliverables will be error-free, uninterrupted, or suitable for a particular purpose beyond the Acceptance Criteria defined in the applicable SOW. For the avoidance of doubt, nothing in this clause limits or qualifies the Company's express obligations, warranties, acceptance obligations, data protection and security obligations, or liability for breach of this Agreement.

4. Obligations of the Parties

4.1.
The Company shall perform all services with the care of a specialised expert. The Company acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship.
4.2.
The Company agrees to coordinate its activities with the Client's other employees or external consultants to ensure the seamless integration of project infrastructure. The Client acknowledges that the Company provides a managed service focused on Systemic Reliability and dedicated team structures, rather than individual staff augmentation.
4.3.
The Company is obligated to maintain professional secrecy regarding all confidential information, trade secrets, and technical data disclosed by the Client during the term of a SOW and thereafter, in accordance with the NDA.
4.4.
The Client shall provide all necessary access, data, and documentation required for the Company to perform the services. Any delays caused by the Client's failure to do so shall result in a proportional extension of the Company's delivery deadlines. Where such failure prevents performance for five (5) or more continuous business days, the Parties shall discuss a revised delivery plan. The Fee shall be reduced pro rata for the affected period only where the Company is able to reassign the team to other work; where it cannot, the full Fee remains due.
4.5.
Subcontracting: The Company may engage subcontractors or affiliated entities to perform parts of the Services. It remains responsible for that work as if it had performed it itself, and each subcontractor is bound in writing to obligations no less protective than those in this Agreement on confidentiality, data protection, security and intellectual property, including the assignment required by clause 9.11.
1. 4.5.1.
  Individuals working as part of the Company's own delivery team, whether employees or individual contractors, are the Company's personnel and are not subcontractors for the purposes of clause 4.5. Each is engaged under a written agreement and a non-disclosure agreement covering confidentiality, including the confidentiality terms of the Company's client agreements, data protection, compliance with the Company's data protection and information security policies, and assignment of intellectual property to the Company.
2. 4.5.2.
  Where a discrete part of the Services is subcontracted to another organisation that will be given access to the Client's source code, repositories, data, models, credentials, production environments or Confidential Information, the Company shall notify the Client in writing before access is granted, identifying the organisation and what it will access. The Client may object on reasonable grounds within five (5) business days, in which case the Parties shall agree an alternative in good faith; otherwise the Company may proceed. Where that organisation will process personal data, its appointment is also subject to the sub-processor provisions of the Data Processing Agreement.
4.6.
Progress Reporting: The Company shall report progress to the Client at the cadence and in the form set out in the applicable SOW, covering work completed, work planned and any risks or blockers. Where a SOW is silent, the Company shall report at least once in each calendar month.
4.7.
Team Continuity: The Company shall staff the Services with people of appropriate skill and experience. Where the applicable SOW identifies key roles, the Company shall notify the Client of any substitution in a key role in accordance with that SOW, shall provide a replacement of equivalent skill and seniority, and shall allow a reasonable handover so that the Services are not materially disrupted.
4.8.
Treatment of Personnel: The Client shall ensure that its personnel, contractors and representatives treat the Company's personnel with courtesy and respect, and do not discriminate against, harass or bully them. Where any of the Company's personnel reports being harassed by or on behalf of the Client, and the Company reasonably believes the report, the Company shall notify the Client and may replace the individual concerned, or require that they no longer work with the person responsible, without the notice any SOW requires for a substitution in a key role. The Parties shall cooperate in good faith to address the matter, and any resulting delay to the Services is treated as a delay caused by the Client.

5. Compliance

5.1.
Anti-Bribery & Corruption: Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and any equivalent legislation in any other applicable jurisdiction. Neither Party shall offer, give, request, or accept any financial or other advantage in connection with this Agreement.
5.2.
Modern Slavery: Each Party shall comply with the Modern Slavery Act 2015 and any equivalent legislation applicable to it. Each Party warrants that, so far as it is aware having made enquiries reasonable for a business of its size and type, no slavery, servitude, forced or compulsory labour, child labour or human trafficking is taking place in its business or in the part of its supply chain used to perform or receive the Services, and that it will not knowingly engage anyone who permits it. Where a Party is required by section 54 of the Modern Slavery Act 2015 to publish a slavery and human trafficking statement, it shall do so; a Party below that threshold is not required by this Agreement to publish one.
5.3.
Export Controls & Sanctions: Each Party shall comply with all applicable export control laws and economic sanctions regulations. Neither Party shall cause the other to be in breach of such laws or regulations.
5.4.
General Compliance: Each Party shall perform its obligations under this Agreement in compliance with all applicable laws and regulations in force from time to time, including, without limitation, the EU AI Act to the extent applicable to that Party's role in the AI value chain (whether as provider, deployer, importer, or distributor as defined in the EU AI Act). Neither Party shall take any action, or require the other Party to take any action, that would cause the other Party to be in breach of the EU AI Act or any other applicable AI regulation.
5.5.
Notification and Cooperation: Each Party shall notify the other promptly on becoming aware of any breach of this clause 5 affecting the Services, and the Parties shall cooperate in good faith to investigate and address it.
5.6.
No Prescribed Policies: Nothing in this clause 5 requires either Party to adopt, maintain or produce any particular policy, procedure, certification or management system. How a Party meets its obligations under this clause is a matter for that Party, and may properly be proportionate to its size, sector and the nature of its business. What this clause requires is compliance with the law that applies to that Party and the conduct described above.

6. Insurance

6.1.
The Company shall maintain the following insurance coverage:
1. 6.1.1.
  Professional indemnity insurance of not less than £1,000,000 per claim, and
2. 6.1.2.
  Public liability insurance of not less than £2,000,000 per claim, and
3. 6.1.3.
  Cyber liability insurance of not less than £500,000 in the aggregate for each policy year.
6.2.
Evidence of such insurance shall be provided upon reasonable written request by the Client.

7. Data Protection & Security

7.1.
Data Protection: The Parties shall comply with applicable data protection laws, including the UK GDPR, EU GDPR, and the Data Protection Act 2018, to the extent that the Company processes personal data on behalf of the Client in connection with the Services. The Parties shall enter into a Data Processing Agreement ("DPA") prior to the commencement of the first SOW, defining the roles of data controller and processor, security measures, breach notification obligations, and the jurisdictions in which Client data may be stored and processed. The DPA shall remain in effect for the duration of this Agreement, regardless of whether a particular SOW involves the processing of personal data.
7.2.
Security Standards: The Company shall implement and maintain appropriate technical and organisational security measures to protect the Client's data and systems, including as a minimum: encryption of data in transit and at rest, role-based access controls, checks of third-party components for known vulnerabilities, and an annual security review.
7.3.
Data Residency: Unless otherwise agreed in writing, Client data shall be stored and processed as set out in the Company's Data Processing Agreement. The Company shall notify the Client in writing before transferring or processing Client data in any other location and obtain the Client's prior written consent before doing so. Where Client data constitutes personal data, any transfer outside the United Kingdom or European Economic Area remains subject to an appropriate transfer mechanism under the Company's Data Processing Agreement with the Client.
7.4.
Security Incident Notification: In the event of a confirmed or reasonably suspected security incident affecting the Client's data or systems, the Company shall notify the Client in writing within twenty-four (24) hours of becoming aware.
7.5.
Audit Rights: Audits of the Company's compliance with its data protection obligations are governed by clause 8 of the Data Processing Agreement. In respect of the Company's other security obligations under this Agreement, no more than once per calendar year, and upon not less than thirty (30) days' written notice, the Client shall have the right to audit (or appoint a reputable independent third party to audit) the Company's compliance with those obligations. Such audit shall be conducted during normal business hours, at the Client's cost, and in a manner that minimises disruption to the Company's operations. The Company shall provide reasonable cooperation and access to relevant documentation.

8. AI-Specific Obligations

8.1.
AI Output Quality & Acceptance: AI-generated outputs forming part of a Deliverable shall be subject to the Acceptance Criteria. The Company shall conduct appropriate quality assurance of AI outputs before delivery. Non-conforming AI outputs shall be reworked at no additional cost within five (5) business days of notification, repeating until the Deliverable meets the Acceptance Criteria or the Parties agree an alternative resolution in writing.
8.2.
Bias & Fairness: Where AI or machine learning models are used in the delivery of services and those models interact with or produce outputs that affect individuals, the Company shall conduct and document reasonable and proportionate testing for bias and discriminatory outcomes, based on relevant and reasonably available direct data indicators. The Company shall provide evidence of such testing to the Client upon request.
8.3.
IP in AI Outputs: The Client retains all rights in the data, inputs and prompts it provides. The Client shall own all rights in Deliverables created specifically for the Client. All AI-generated outputs and all AI Artefacts created specifically for the Client in connection with the Services shall form part of the Deliverables and Foreground IP, and shall pass to the Client when the Foreground IP in that Deliverable passes, in accordance with clauses 9.2 and 9.4. To the extent that any such rights do not automatically vest in the Client, the Company hereby assigns to the Client all rights, title and interest in such AI-generated outputs and AI Artefacts, with limited title guarantee, by way of present assignment of future rights. The Company warrants that it shall use reasonable skill and care to avoid infringement of third-party intellectual property rights in any AI-generated outputs and AI Artefacts delivered to the Client, and that it will not knowingly deliver to the Client any AI-generated output or AI Artefact that infringes the intellectual property rights of any third party. The Company shall promptly notify the Client in writing if it becomes aware of any actual or suspected infringement risk relating to any AI-generated output or AI Artefact delivered under this Agreement.
8.4.
Acceptable Use: The Client agrees to use AI systems and outputs delivered by the Company in compliance with all applicable laws and regulations, including those relating to automated decision-making and the EU AI Act where applicable. Without limiting the foregoing, the Client shall:
1. 8.4.1.
  Prior to deploying any AI system or AI output delivered by the Company in any context in which it may constitute a High-Risk AI System, conduct and document its own risk classification and notify the Company in writing;
2. 8.4.2.
  Not deploy any AI system or AI output delivered by the Company for any purpose that is prohibited under Article 5 of the EU AI Act, including without limitation: systems that manipulate human behaviour through subliminal techniques; social scoring systems; real-time remote biometric identification in publicly accessible spaces except as expressly permitted by applicable law; emotion recognition systems in workplace or educational settings; and biometric categorisation systems inferring sensitive attributes;
3. 8.4.3.
  Implement all user-facing transparency disclosures required by Article 50 of the EU AI Act prior to deploying any AI system that interacts directly with end users, including disclosure that the user is interacting with an AI system and, where applicable, machine-readable labelling of AI-generated content; and
4. 8.4.4.
  Indemnify and hold harmless the Company from and against any losses, damages, claims, and reasonable legal costs arising from the Client's failure to comply with this clause 8.4.
8.5.
Regulatory Cooperation: Where any AI system or AI output delivered by the Company is subject to the EU AI Act or any other applicable AI regulation, the Parties shall cooperate in good faith to comply with any request from a competent national supervisory authority or the EU AI Office, including providing documentation, access to technical records, and incident reports as required. The Client shall promptly notify the Company of any inquiry, audit, or enforcement action by a regulatory authority relating to any AI system or output delivered by the Company. Where the Client's response to such an action would, or could reasonably be expected to, establish or increase a liability of the Company, the Client shall not make an admission of the Company's liability, or agree a settlement that attributes liability to the Company, without the Company's prior written consent (not to be unreasonably withheld or delayed). Nothing in this clause restricts the Client from responding to a regulator as it sees fit in relation to its own liability, or from complying with any legal obligation.
8.6.
GPAI Documentation: Where the Company develops or delivers a GPAI Model for or on behalf of the Client, the Company shall provide, as part of the Deliverables:
1. 8.6.1.
  technical documentation covering model architecture, training procedures, and performance characteristics sufficient to enable the Client to comply with its obligations as a downstream provider under the EU AI Act;
2. 8.6.2.
  a written copyright compliance policy confirming the approach taken to training data and any rights reservations under the Copyright Directive; and
3. 8.6.3.
  a summary of training content in a form that satisfies the transparency requirements of Article 53 of the EU AI Act. This clause 8.6 applies only where the Company is the developer of the underlying model. It does not apply where the Company integrates a third-party general-purpose AI model into the Deliverables, in which case the relevant obligations remain with the third-party model provider.
8.7.
AI Transparency and Training Restriction:
1. 8.7.1.
  The Company shall maintain a register of AI systems and third-party AI tools used in the delivery of the Services and shall make that register available to the Client upon reasonable written request.
2. 8.7.2.
  The Company shall not use any Client data, Confidential Information, or Deliverables to train, fine-tune, or otherwise improve any AI model, for the benefit of the Company or any third party, without the Client's prior written consent. This clause does not restrict the use of aggregated, anonymised data, or data the Client has expressly approved in writing for such use.

9. Intellectual Property

9.1.
Background IP: The Company retains exclusive ownership of all Background IP.
9.2.
Foreground IP: The Company hereby assigns to the Client, with full title guarantee, by way of present assignment of future rights, for the full duration of such rights and for all territories worldwide, all rights, title, and interest in the Foreground IP created each month specifically for the Client under the applicable SOW, save for AI-generated outputs and AI Artefacts, which are assigned with limited title guarantee in accordance with clause 8.3. Where the Foreground IP is created in the course of Services paid for by the Fee, or is otherwise paid for in advance, the assignment takes effect on creation of that Foreground IP and is not conditional on payment. Where the Foreground IP is created in the course of work invoiced in arrears, the assignment takes effect on payment in full of the invoice for that work, and once it has taken effect it is absolute and irrevocable and is not affected by any subsequent dispute, set-off, default or termination. Nothing in this clause affects the Company's rights under clauses 12 and 14.6 to withhold delivery of any Deliverable, source code, credentials or access for which payment is overdue. This assignment includes, without limitation:
1. 9.2.1.
  source code and object code;
2. 9.2.2.
  software architecture, technical designs, and specifications;
3. 9.2.3.
  algorithms, AI Artefacts, and related logic;
4. 9.2.4.
  datasets and training data created specifically for the Client;
5. 9.2.5.
  documentation, diagrams, and workflows; and
6. 9.2.6.
  product concepts, UX/UI materials, and associated assets created under the SOW.
9.3.
The Company and all its personnel shall execute any documents and do all things reasonably required by the Client to perfect, register, transfer, or enforce such rights.
9.4.
Retention of Title: Where Foreground IP is created in the course of work invoiced in arrears, legal title to that Foreground IP shall remain exclusively with the Company until the invoice for it is paid in full, at which point the assignment takes effect. This clause applies to AI-generated outputs and AI Artefacts in the same way as to any other Foreground IP. Clause 14.6 gives effect to this clause on termination. This clause does not apply to Foreground IP created in the course of Services paid for by the Fee or otherwise paid for in advance, and the Company retains no legal title to such Foreground IP.
9.5.
Open Source Software: The Company may incorporate open-source software components into the Deliverables where appropriate. Such components shall remain subject to their respective open source licences, and the Client agrees to comply with those licences. The Company shall disclose to the Client in writing, on or before the commencement of each SOW, any open source software components it intends to incorporate into the Deliverables. The Company shall not incorporate any component subject to a copyleft licence - including the GNU General Public License (GPL), the GNU Affero General Public License (AGPL), or any similar licence - that would or might require the disclosure or release of the Client's proprietary source code, without the Client's express prior written consent. The Company warrants that no undisclosed third-party or open source software has been incorporated into any Deliverable. Upon the Client's reasonable request, the Company shall provide a written list of all open source components used in the Deliverables, the applicable licences, and any attribution or notice obligations required to comply with those licences. This clause is the whole of the Company's open source obligation; it is not repeated elsewhere in this Agreement.
9.6.
Moral Rights Waiver: To the extent permitted by law, the Company shall procure that all personnel and subcontractors involved in creating the Deliverables waive, or agree not to exercise, any moral rights in relation to the Deliverables in favour of the Client.
9.7.
IP Indemnification: The Company undertakes to defend, hold harmless and indemnify the Client from and against all losses, damages, claims, liabilities, costs and expenses (including reasonable legal fees) arising out of any Infringement Claim, provided that such infringement is not a consequence of the Company following express written instructions from the Client to incorporate specific third-party materials.
9.8.
Infringement Claim Procedure: In the event of an Infringement Claim, the Client shall: (a) promptly notify the Company in writing of such claim; (b) grant the Company sole control of the defence and settlement of the claim, provided that any settlement that imposes obligations or liability on the Client requires the Client's prior written consent; (c) not take any action that would prejudice the Company's defence; and (d) provide the Company with reasonable cooperation at the Company's expense.
9.9.
Remediation of Infringing Materials: Without prejudice to the Client's rights under clause 9.7, where any Deliverable becomes or is likely to become the subject of an Infringement Claim, the Company may at its option and expense: (a) replace the infringing element with a functionally equivalent non-infringing alternative; or (b) modify the Deliverable to remove the infringement, provided that such modification does not result in material loss of functionality. Where the Company is unable after reasonable efforts to provide a non-infringing alternative, the Client may terminate the relevant SOW for material breach, in which case the Company shall promptly refund (i) any fees paid for the affected Deliverable (where priced on a Deliverable or milestone basis) and (ii) where the Services are provided on a rolling monthly Fee basis, the pro rata portion of the Fee paid that are reasonably attributable to the affected Deliverable/workstream, calculated by reference to the allocation agreed in the applicable SOW (or, if none, a reasonable allocation agreed in good faith). Any refund shall be made within thirty (30) days of termination of the relevant SOW.
9.10.
Publicity & Reference Rights: Neither Party shall use the other's name, logo, or trademarks in any marketing materials, press releases, case studies, or public announcements without the prior written consent of the other Party. The Company may request the Client's consent to act as a reference client, which the Client may grant or withhold in its sole discretion.
9.11.
IP Chain of Title Warranty: The Company warrants that all employees, contractors and subcontractors engaged in providing the Services are subject to written agreements that validly assign (or vest) in the Company all intellectual property rights created by them in the course of providing the Services, so that the Company is able to transfer clean title in the Deliverables and Foreground IP to the Client in accordance with this Agreement.
9.12.
Platform Components: Notwithstanding clause 9.2, where the applicable SOW identifies specific components as Platform Components, those components do not form part of the Foreground IP assigned to the Client under clause 9.2. Instead, the Company grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and sublicensable licence to use, execute and rely upon those Platform Components as incorporated into the Deliverables, for the purposes of operating, maintaining and (where independent operation is agreed) further developing the Deliverables. The licence survives termination or expiry of this Agreement for any reason, subject only to any suspension on termination where an invoice for the related Deliverable is unpaid. All other rights in the Platform Components, including the right to reproduce, modify or redeploy them independently of the Deliverables, or to licence them to any third party, are reserved to the Company. Clauses 9.7, 9.8, 9.9 and 9.11 (IP indemnification, infringement procedure, remediation, and IP chain of title warranty) apply to Platform Components as they do to Foreground IP.
1. 9.12.1.
  The Platform Components listed in a SOW are the only Platform Components for that SOW. Any component not listed forms part of the Foreground IP and is assigned to the Client under clause 9.2, whether or not it would otherwise meet the definition of a Platform Component.
2. 9.12.2.
  No component may be added to the list after the SOW is agreed except by written agreement of both Parties recorded in the Change Document for that SOW.
3. 9.12.3.
  Where the Client wishes to acquire a Platform Component outright, it may ask the Company to assign it, and the Parties shall negotiate the terms of that assignment, including price, in good faith.
9.13.
Confirmation of Ownership: On the Client's written request, and at no charge, the Company shall provide a written confirmation, addressed to the Client or to any person the Client names, identifying the Foreground IP created up to the date of the confirmation that has vested in the Client and confirming that the Company retains no right, title or interest in it other than the Platform Components licensed under this clause 9. The Company shall provide each confirmation within ten (10) business days of the request and shall not unreasonably qualify it.

10. Personnel & Non-Solicitation

10.1.
Non-Solicitation of Personnel: This clause is the operative non-solicitation provision governing the Parties' relationship from the Effective Date of execution of a Statement of Work (SOW). It supersedes the NDA clause regarding Non-Solicitation. During the term of this Agreement and for twelve (12) months following its termination, neither Party shall actively solicit for employment or engagement any employee or contractor of the other Party who was materially involved in providing or receiving the Services during the six months prior to the relevant approach.
10.2.
Carve-out: This restriction shall not apply to (a) general recruitment advertising not targeted at the other Party's personnel (including via job boards, social media, or recruiters not specifically instructed to target the other Party's personnel), or (b) the engagement of any person who responds to such general advertising or approaches the recruiting Party unsolicited.

11. Payment & Billing

11.1.
Monthly Fee: The Client shall pay the Fee on the 1st day of each calendar month for the month ahead.
11.2.
Additional Services: Any work performed outside the predefined monthly scope as per the SOW, shall be pre-approved, tracked and invoiced monthly in arrears. Unless otherwise agreed in the applicable SOW, such charges shall be included on the invoice issued on the first business day of the following month in respect of the preceding calendar month.
11.3.
Payment Terms: Unless the applicable SOW states otherwise, all invoices are due within five (5) business days of the invoice date. Late payments shall accrue interest at eight per cent (8%) above the Bank of England base rate, being the rate provided for by the Late Payment of Commercial Debts (Interest) Act 1998. If an undisputed invoice remains unpaid for more than five (5) business days after its due date, the Company shall issue written notice. If payment is not received within five (5) business days of that notice, the Company may suspend performance of the affected Services until payment is received.
11.4.
Benchmarking: Once per rolling 12-month period during any managed services engagement carried out for a Fee under an applicable SOW, either Party may request a benchmarking review to verify that the Fee remains comparable to market rates for equivalent services in the Client's market niche. The Parties shall agree in good faith on a recognised benchmarking methodology. If benchmarking demonstrates that rates have diverged materially from the market, the Parties shall negotiate in good faith to agree revised rates, subject to any annual increase cap set out in the applicable SOW.
11.5.
VAT: All fees and charges are exclusive of VAT (if applicable). VAT shall be payable by the Client in addition to the fees at the prevailing rate, provided that a valid VAT invoice is supplied.
11.6.
Invoice Detail and Expenses: Each invoice shall set out sufficient detail to enable the Client to verify the charges, including (where applicable) the relevant billing period and the Services performed. The Client shall reimburse only those expenses that have been pre-approved in writing and are supported by reasonable evidence (such as receipts) and charged at cost.

12. Source Code Access & Delivery

12.1.
The Company shall carry out development work in its own repository and shall deliver the source code for each Deliverable to the Client within five (5) business days of payment of the invoice for that Deliverable. Upon completion or termination of a SOW, the Company shall promptly deliver to the Client all source code, documentation, credentials, and materials required for the Client to build, deploy, operate, and maintain the Deliverables independently. Delivery under this clause is subject to clause 9.4 and to the withholding right in clause 14.6.
12.2.
If critical systems, environments or operational components are hosted or controlled by the Company, the Company shall maintain appropriate backup and recovery arrangements and ensure the Client can recover operational control on termination.

13. Force Majeure

13.1.
Force Majeure Event means any event or circumstance beyond the reasonable control of the affected Party which prevents or delays that Party's performance of its obligations under this Agreement, including acts of God, flood, fire, earthquake or other natural disaster; war, armed conflict, invasion, terrorist act, riot or civil commotion; epidemic or pandemic, and any measure taken by a public authority in response to one; the act, order, restriction or refusal of licence of any government or public authority; nuclear, chemical or biological contamination; collapse of buildings; strike or other industrial action, other than one involving the affected Party's own workforce; and failure of public telecommunications networks, internet backbone providers, utility supply or third-party hosting infrastructure. A Force Majeure Event does not include an event that the affected Party could have avoided or overcome by taking the steps a reasonably prudent supplier in its position would have taken, an inability to pay, or a shortage of funds.
13.2.
Neither Party shall be liable for failure or delay in performing its obligations where that failure or delay results from a Force Majeure Event. The affected Party shall promptly notify the other Party in writing, giving the nature of the event and its likely duration, and shall use reasonable efforts to mitigate its effect and to resume performance as soon as practicable.

14. Duration & Termination

14.1.
Term: This Agreement commences on the Effective Date and continues until terminated in accordance with this clause 14. Each SOW will commence on its stated start date (or, if none, the Effective Date of that SOW) and continue for the period stated in that SOW. Where a SOW does not state a term, it will operate on a rolling monthly basis.
14.2.
Termination: Either Party may terminate this Agreement on at least sixty (60) days' written notice. A SOW may be terminated on sixty (60) days' written notice where no SOW-specific mechanism applies. On termination, the Company shall provide reasonable transition assistance and a full handover, of which up to twenty (20) hours is at no additional cost and any further time is charged at the rates in the applicable SOW, subject to clause 14.6. The 20-hour limit does not affect the Company's obligation to deliver the Deliverables, source code, credentials and materials under clause 12.
14.3.
Insolvency Event: Either Party may terminate this Agreement immediately on written notice to the other if the other Party suffers an Insolvency Event.
14.4.
Termination for Cause: Either Party may terminate this Agreement or any applicable SOW by written notice if the other Party commits a material breach of this Agreement or the applicable SOW and (where the breach is capable of remedy) fails to remedy it within fourteen (14) days of receiving written notice requiring remedy. Both Parties may terminate immediately on written notice (i) in the event of a material security incident or material breach of the other Party's data protection and security obligations, or (ii) where either Party's continued performance would expose the other Party to a confirmed credible and substantiated IP infringement risk, loss of control of Deliverables/repositories/environments, or breach of applicable data protection law.
14.5.
Notice: Any notice under this Agreement shall be in writing and delivered by email or registered post to the nominated contacts set out on the cover page of the Client Agreement Pack issued for the engagement.
14.6.
On expiry or termination of this Agreement or any SOW for any reason:
1. 14.6.1.
  all properly due and undisputed fees for work accepted up to the termination date shall become payable, subject to the Client's rights of set-off or withholding for defective, incomplete, or non-compliant work;
2. 14.6.2.
  the Company shall immediately cease the terminated services;
3. 14.6.3.
  subject to clause 9.4, the Company shall promptly deliver to the Client all Deliverables, work in progress, source code, documentation, credentials, access keys, environment access, and all related materials created under the relevant SOW. Where a properly due and undisputed invoice for a Deliverable remains unpaid at the termination date, the Company may withhold that Deliverable and the materials created for it until that invoice is paid in full, and shall deliver them within five (5) business days of payment. This clause does not entitle the Company to withhold anything the Client has paid for, or the Client's own data, materials or credentials, which shall be delivered in every case;
4. 14.6.4.
  all licences granted to the Client under this Agreement shall continue in full force and effect, save that any licence relating to a Deliverable whose properly due and undisputed invoice is unpaid at the termination date is suspended until that invoice is paid in full; and
5. 14.6.5.
  each Party shall, at the other Party's option, return or securely destroy the other Party's confidential information, subject to any legal retention obligations.
The Client shall not be obliged to pay for incomplete work that is unusable or materially non-compliant with the relevant SOW.

15. Dispute Resolution

15.1.
If a dispute arises out of or in connection with this Agreement, either Party shall notify the other in writing, setting out the nature of the dispute in reasonable detail (a "Dispute Notice"). The Parties shall attempt to resolve the dispute by good faith negotiation between their respective senior representatives within ten (10) business days of the Dispute Notice (or such longer period as the Parties may agree in writing).
15.2.
If the dispute has not been resolved under clause 15.1 within ten (10) business days of the Dispute Notice, either Party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in accordance with its Model Mediation Procedure. Unless otherwise agreed, the mediator shall be nominated by CEDR. The costs of the mediator and CEDR's administrative fees shall be shared equally between the Parties. Each Party shall bear its own legal costs in connection with the mediation.
15.3.
If mediation fails to resolve the dispute within thirty (30) days of the mediator's appointment (or any such longer period as the Parties may agree), either Party may commence proceedings in the courts of the applicable jurisdiction as set out in clause 16.
15.4.
Nothing in this Section shall prevent either Party from seeking urgent injunctive or interim relief from a court of competent jurisdiction without first following the above process.

16. Governing Law & Jurisdiction

16.1.
This Agreement is governed by the law of the jurisdiction stated on the cover page of the Client Agreement Pack. Where the cover page states no governing law, this Agreement is governed by the law of England and Wales. The courts of the applicable jurisdiction, being the courts of the jurisdiction whose law governs this Agreement, have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, subject only to clause 15.4.
16.2.
Where the cover page of the Client Agreement Pack states the law of Croatia or of Serbia, the following apply in place of the provisions they replace: (a) Late payment interest (clause 11.3): interest accrues at the statutory rate of default interest for commercial transactions under that law, instead of the rate under the Late Payment of Commercial Debts (Interest) Act 1998; (b) Mediation (clause 15.2): the mediation is administered by the Mediation Centre of the Croatian Chamber of Economy or the Mediation Centre of the Chamber of Commerce and Industry of Serbia, as applicable, under its rules, instead of CEDR; (c) Title guarantee (clauses 8.3 and 9.2): "full title guarantee" means the Company warrants that it has the right to assign the rights concerned free from all third-party rights, and "limited title guarantee" means free from third-party rights the Company has created or knows of; and (d) UK statutes: any reference to a UK statute that has no effect under that law is read as a reference to the equivalent provision of that law, if any.

17. Indemnification

17.1.
By the Company: The Company shall indemnify, defend, and hold harmless the Client and its officers, directors, and employees from and against any third-party claims, losses, damages, and reasonable legal costs arising from:
1. 17.1.1.
  any infringement of a third party's intellectual property rights by the Foreground IP delivered by the Company;
2. 17.1.2.
  any breach of the Company's data protection or security obligations under this Agreement; or
3. 17.1.3.
  the gross negligence or wilful misconduct of the Company or its personnel.
17.2.
By the Client: The Client shall indemnify, defend, and hold harmless the Company and its officers, directors, and employees from and against any third-party claims, losses, damages, and reasonable legal costs arising from:
1. 17.2.1.
  the Client's use of Deliverables in a manner not authorised by this Agreement or in breach of applicable law;
2. 17.2.2.
  any infringement of a third party's intellectual property rights caused by materials, data, or instructions provided by the Client; or
3. 17.2.3.
  the gross negligence or wilful misconduct of the Client or its personnel.
17.3.
Indemnification Procedure: The Party seeking indemnification (the "Indemnified Party") shall:
1. 17.3.1.
  promptly notify the indemnifying party in writing of the claim;
2. 17.3.2.
  grant the indemnifying party sole control of the defence and settlement of the claim, provided that any settlement that imposes liability or obligations on the Indemnified Party requires the Indemnified Party's prior written consent; and
3. 17.3.3.
  provide reasonable cooperation and assistance at the indemnifying party's cost.

18. Limitation of Liability

18.1.
General Cap: Subject to clauses 18.2 to 18.4, neither Party's total aggregate liability under or in connection with this Agreement shall exceed the total fees paid or payable by the Client to the Company under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim.
18.2.
Uncapped Liabilities: Nothing in this Agreement shall exclude or limit either Party's liability for: (a) fraud; (b) death or personal injury caused by negligence; (c) breach of confidentiality (excluding data protection breaches which are governed by clause 18.3); (d) infringement of intellectual property rights, other than infringement of patents or trade secrets, which remains subject to the general cap in clause 18.1; or (e) any other liability that cannot be excluded or limited by law.
18.3.
Super-cap for Data Protection and Security: Subject to clause 18.2, and notwithstanding any other provision of this Agreement, the Company's aggregate liability for any breach of data protection laws, any security incident, or any deliberate or wilful acts relating to the Client's data, shall be subject to a separate cap of £500,000. The £500,000 figure is set to match the cyber liability cover the Company maintains under clause 6.1.3.
18.4.
Equitable Relief and Handover: For the avoidance of doubt, the liability caps in this clause 18 do not apply to, and shall not limit, the Company's obligation to deliver and hand over the Deliverables, source code, repositories, environments, credentials and access materials in accordance with this Agreement, nor the Client's right to seek injunctive relief, specific performance or other equitable remedies.
18.5.
Neither Party shall be liable for any indirect, incidental, or consequential loss, including loss of profits, loss of business, loss of goodwill, or loss of anticipated savings.

19. Assignment

19.1.
Either Party may assign, transfer or novate this Agreement, and every SOW in force, to an affiliate or to a successor to the whole or substantially the whole of its business or assets, on written notice to the other Party, provided the assignee assumes all of the assigning Party's obligations under this Agreement and every SOW in force. Neither Party may otherwise assign, transfer or novate this Agreement without the other Party's prior written consent, not to be unreasonably withheld or delayed.
19.2.
Where the assignee is a competitor of the other Party, or that Party shows on reasonable grounds that the assignee is materially less able to perform, that Party may terminate this Agreement and any affected SOW on sixty (60) days' written notice given within thirty (30) days of receiving notice of the assignment, without penalty. On any such termination the Company shall provide transition assistance and a full handover in accordance with clause 14.

20. Final Provisions

20.1.
The T&Cs are version-controlled. The version in force at the date a SOW is signed by both Parties (the "Applicable Version") shall govern that SOW for its duration, unless the Parties expressly agree in writing to adopt a later version.
20.2.
The Company reserves the right to update these T&Cs from time to time. The current version will be published on our website and will carry a version number and effective date.
20.3.
Where the Company proposes to update these T&Cs in a manner that would materially affect the rights or obligations of an existing Client, the Company shall give that Client not less than thirty (30) days' written notice of the proposed changes before they take effect in respect of any new SOW entered into after the effective date of the update.
20.4.
Updates to these T&Cs shall not affect any SOW already in force at the date the update takes effect. Such SOWs shall continue to be governed by the Applicable Version unless the Client expressly agrees in writing to adopt the updated version.
20.5.
Where a Client continues to enter into new SOWs after receiving notice of an update without raising a written objection, that Client shall be deemed to have accepted the updated T&Cs in respect of those new SOWs only.
20.6.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
20.7.
Waiver: No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. No waiver shall be effective unless made in writing.
20.8.
Counterparts & Electronic Signatures: This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures, including those executed via DocuSign or equivalent platforms, shall be deemed valid and binding to the same extent as original wet ink signatures.
20.9.
A person who is not a Party to this Agreement shall have no right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20.10.
Each Party shall, at its own cost, do, sign, execute and deliver all such deeds, documents, instruments and acts as may reasonably be required by notice from the other Party to carry out and give full effect to this Agreement and the rights and obligations of the Parties under it.
20.11.
Where the Company is unable to perform its obligations due to a Force Majeure Event, the Client shall not be obliged to pay the Fee in respect of the specific services directly affected by that event for the duration of the Force Majeure Event. For the avoidance of doubt, services unaffected by the Force Majeure Event shall continue to be billed as normal.
20.12.
Variation: No variation of this Agreement or any SOW that increases fees or expands scope beyond that already set out in the applicable SOW shall be effective unless it is either: (a) agreed in writing (including by email) and confirmed by an authorised representative of each Party; or (b) recorded in the Change Document for the applicable SOW and acknowledged in writing (including by email) by an authorised representative of the Client. For the avoidance of doubt, clause 1.2 shall not operate to incorporate any variation falling outside (a) or (b) above, and continued performance or payment following a proposed variation shall not, of itself, constitute acceptance of that variation.
20.13.
Order of Precedence: Where the documents forming this Agreement conflict, the following order applies, the earlier prevailing over the later: (a) the cover page of the Client Agreement Pack, on the contracting entities, the Effective Date, the notice contacts and the governing law; (b) the Data Processing Agreement, on any matter of data protection; (c) the applicable SOW, on scope, Deliverables, timescales, fees, payment terms, Acceptance Criteria, Service Levels and any other commercial term of the engagement; (d) these Terms; and (e) the NDA.