Terms & Conditions and FAQs

Definitions

For plain-English explanations of how we handle common situations, see the FAQ below. The following terms have the meanings set out below:

• Acceptance Period - the period of ten (10) business days following delivery of a Deliverable during which the Client may raise written objections.
• Acceptance Tests - the tests used to determine whether Deliverables meet the Definition of Done.
• AI Artifacts - any artificial intelligence or machine learning components created or developed in connection with the Services, including 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 - 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 delivering services but not created specifically for the Client under a SOW.
• Change of Control - any acquisition, merger or transfer of more than 50% of the voting shares or assets of a Party.
• Confidential Information - has the meaning given in the NDA entered into between the Parties.
• Definition of Done - the criteria against which deliverables are assessed, as defined in the applicable SOW.
• EU AI Act - 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.
• Foreground IP - all intellectual property created specifically for the Client under a SOW during the term of this Agreement.
• General-Purpose AI Model (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 - any third-party claim, action or proceeding alleging that the Deliverables, Foreground IP or other materials provided by the Company infringe the intellectual property rights of any third party.
• Insolvency Event - 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 applying to a court of competent jurisdiction for protection from its creditors; or an equivalent event occurring in relation to that Party in any jurisdiction.
• Platform Components - any component, tool, module, pipeline, framework or infrastructure/deployment configuration created, configured or substantially adapted by the Company in performing a SOW, which would retain function or value in a deployment for another client without substantive redevelopment. Platform Components are identified in the applicable SOW; anything that would have no such function or value does not qualify and constitutes Foreground IP.
• Pre-Existing IPR - any intellectual property rights owned or controlled by either Party prior to the Effective Date or developed independently of this Agreement.
• Retainer Fee - the fixed monthly fee payable by the Client for base capacity for any ongoing managed service.
• Service Levels - the performance standards set out in the SLA.
• SOW - any Statement of Work agreed between the Parties defining specific deliverables, timelines and fees.
• Systemic Reliability - the standard of infrastructure stability, data integrity and operational continuity required to deliver managed services effectively.
• The Company - means QED.
• The Client - means the client signing the T&Cs.

Formation of Contract

1. These Terms, together with the Client Agreement Pack and any further Statements of Work, form the entire agreement between QED and the Client in respect of the Services.
2. The Client is bound by these Terms, notwithstanding the absence of a signed copy, if the Client instructs QED to commence or continue any Services, accepts delivery of any part of the Services, or makes any payment in respect of the Services. Any such conduct constitutes acceptance of these Terms in full, with effect from the date of the earliest such conduct.
3. This does not apply to any variation that increases fees or expands scope beyond that already agreed in writing between the parties, which is instead governed by the Variation clause under Final Provisions below.

Acceptance of Deliverables

1. Upon delivery of any Deliverable, the Client has the Acceptance Period to review it against the Definition of Done and notify the Company in writing of any material non-conformances. If no written objection is raised within the Acceptance Period, the Deliverable is deemed accepted. If objections are raised, the Company will remedy them within a reasonable agreed timeframe, after which a new Acceptance Period begins.
2. The Company warrants that each accepted Deliverable will conform with the Definition of Done for ninety days from acceptance. The Company will remedy any material non-conformity notified during this period at its own cost, capped at 20 hours per month unless agreed otherwise in the SOW.
3. The Company warrants that prior to delivery, all software and deliverables will have been checked using an up-to-date industry-standard security tool and that no virus, malicious code or known vulnerability was detected at the time of delivery.
4. The Company will 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, and warrants that no undisclosed third-party or open-source software has been incorporated into any deliverable. On the Client's reasonable request, the Company will provide a written list of all open-source components used, the applicable licences, and any attribution or notice obligations.
5. Where a Deliverable fails the Acceptance Tests or does not meet the Definition of Done, the Client may provide a written list of defects. The Company will remedy all items at its own cost and resubmit for a new Acceptance Period, repeating until the Deliverable passes or the Parties agree an alternative resolution in writing.
6. Where specified in the applicable SOW, the Client may retain a final acceptance payment of up to 10% of the total fees under that SOW until all Deliverables have been fully delivered (including source code, documentation and related materials), have passed the Acceptance Tests and meet the Definition of Done, and 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 are set out in the relevant SOW.

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 Definition of Done defined in the applicable SOW. Nothing in this clause limits the Company's express obligations, warranties, acceptance obligations, data protection and security obligations, or liability for breach of this Agreement.

Obligations of the Parties

1. The Company will 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.
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.
3. The Company is obliged 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. The Client will 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 will result in a proportional extension of the Company's delivery deadlines. Where such failure prevents performance for five or more continuous business days, the Parties will discuss a revised delivery plan; the Retainer is reduced pro rata for the affected period only where the Company is able to reassign the team to other work, otherwise the full Retainer remains due.
5. The Company may engage subcontractors or affiliated entities to perform portions of the services, provided that the Company remains responsible for their performance, has made reasonable endeavours to bind each subcontractor to obligations no less protective than those in this Agreement (confidentiality, data protection, security and intellectual property), and obtains the Client's prior written consent before granting any subcontractor access to the Client's source code, repositories, data, models, credentials, production environments or Confidential Information (such consent not to be unreasonably withheld or delayed).

Compliance

1. Anti-Bribery & Corruption: each Party will 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 will offer, give, request or accept any financial or other advantage in connection with this Agreement.
2. Modern Slavery: each Party warrants that it has in place reasonable procedures to prevent modern slavery and human trafficking in its operations and supply chain, in compliance with the Modern Slavery Act 2015 where applicable.
3. Export Controls & Sanctions: each Party will comply with all applicable export control laws and economic sanctions regulations. Neither Party will cause the other to be in breach of such laws or regulations.
4. General Compliance: each Party will perform its obligations under this Agreement in compliance with all applicable laws and regulations in force from time to time, including 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). Neither Party will 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.

Insurance

1. The Company will maintain professional indemnity insurance of not less than £1,000,000 per claim, public liability insurance of not less than £2,000,000 per claim, and cyber liability insurance of not less than £500,000 per claim.
2. Evidence of such insurance will be provided on reasonable written request by the Client.

Data Protection & Security

1. Data Protection: the Parties will comply with applicable data protection laws, including the UK GDPR, EU GDPR and the Data Protection Act 2018, to the extent the Company processes personal data on behalf of the Client. The Parties will 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 remains in effect for the duration of this Agreement, regardless of whether a particular SOW involves the processing of personal data.
2. Security Standards: the Company will 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, and regular security reviews consistent with industry standards.
3. Data Residency: unless otherwise agreed in writing, Client data is stored and processed as set out in the Company's DPA. The Company will 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. Any transfer of personal data outside the UK or EEA remains subject to an appropriate transfer mechanism under the DPA.
4. Security Incident Notification: in the event of a confirmed or reasonably suspected security incident affecting the Client's data or systems, the Company will notify the Client in writing within 24 hours of becoming aware.
5. Audit Rights: no more than once per calendar year, and on not less than fifteen business days' written notice, the Client may audit (or appoint a reputable independent third party to audit) the Company's compliance with its data protection and security obligations. Such audit is conducted during normal business hours, at the Client's cost, and in a manner that minimises disruption to the Company's operations, with the Company providing reasonable cooperation and access to relevant documentation.

AI-Specific Obligations

1. AI Output Quality & Acceptance: AI-generated outputs forming part of a Deliverable are subject to the Definition of Done. The Company will conduct appropriate quality assurance of AI outputs before delivery. Non-conforming AI outputs will be reworked at no additional cost within five business days of notification, repeating until the Deliverable meets the Definition of Done or the Parties agree an alternative resolution in writing.
2. Bias & Fairness: where AI or machine learning models are used in the delivery of services and interact with or produce outputs that affect individuals, the Company will conduct and document reasonable and proportionate testing for bias and discriminatory outcomes, based on relevant and reasonably available direct data indicators, and provide evidence of such testing to the Client on request.
3. IP in AI Outputs: subject to full payment of invoices issued for agreed completed work, the Client owns all rights in data, inputs, prompts and deliverables created specifically for the Client. All AI-generated outputs and AI Artefacts created specifically for the Client form part of the Deliverables and Foreground IP and belong to the Client as they are created; to the extent any such rights do not automatically vest in the Client, the Company assigns them by way of present assignment of future rights, with limited title guarantee. The Company warrants it will use reasonable skill and care to avoid infringing third-party IP rights in AI-generated outputs and Artefacts, will not knowingly deliver an infringing output, and will promptly notify the Client in writing if it becomes aware of any actual or suspected infringement risk.
4. Acceptable Use: the Client agrees to use AI systems and outputs delivered by the Company in compliance with all applicable laws, including those relating to automated decision-making and the EU AI Act. The Client will: conduct and document its own risk classification and notify the Company in writing before deploying any AI system or output in a context that may constitute a high-risk use case under Annex III of the EU AI Act; not deploy any AI system or output for a purpose prohibited under Article 5 of the EU AI Act, including 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 law), emotion recognition in workplace or educational settings, and biometric categorisation inferring sensitive attributes; implement all user-facing transparency disclosures required by Article 50 of the EU AI Act before deploying any AI system that interacts directly with end users; and indemnify and hold harmless the Company against losses, damages, claims and reasonable legal costs arising from the Client's failure to comply with this clause.
5. Regulatory Cooperation: where any AI system or output delivered by the Company is subject to the EU AI Act or other applicable AI regulation, the Parties will cooperate in good faith with any request from a competent supervisory authority or the EU AI Office, including providing documentation, access to technical records and incident reports. The Client will promptly notify the Company of any regulatory inquiry, audit or enforcement action relating to any AI system or output delivered by the Company, and will not admit liability or settle in respect of such action without the Company's prior written consent (not to be unreasonably withheld or delayed).
6. GPAI Documentation: where the Company develops or delivers a general-purpose AI model for the Client, it will provide, as part of the Deliverables, technical documentation covering model architecture, training procedures and performance characteristics sufficient for the Client to comply with its downstream-provider obligations under the EU AI Act; a written copyright compliance policy covering training data and any rights reservations under the Copyright Directive; and a summary of training content satisfying the transparency requirements of Article 53 of the EU AI Act. This applies only where the Company is the developer of the underlying model, not where it integrates a third-party general-purpose AI model.
7. AI Transparency and Training Restriction: the Company will notify the Client in writing before first using, in connection with the Services, any AI system that processes the Client's Confidential Information or data (save where already notified under a prior SOW); will maintain a register of AI systems and third-party AI tools used in delivering the Services and make it available to the Client on reasonable written request; and will not use any Client data, Confidential Information or Deliverables to train, fine-tune or otherwise improve any AI model, for the Company's or any third party's benefit, without the Client's prior written consent (this does not restrict use of aggregated, anonymised data, or data the Client has expressly approved in writing for such use).

Intellectual Property

1. Background IP: the Company retains exclusive ownership of all Background IP.
2. Foreground IP: subject to regular and full monthly payment of fees for deliverables due under this Agreement, the Company 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. This assignment includes, without limitation: source code and object code; software architecture, technical designs and specifications; algorithms, AI Artefacts and related logic; datasets and training data created specifically for the Client; documentation, diagrams and workflows; and product concepts, UX/UI materials and associated assets created under the SOW.
3. The Company and all its personnel will execute any documents and do all things reasonably required by the Client to perfect, register, transfer or enforce such rights.
4. Retention of Title: notwithstanding any other provision, legal title to Foreground IP created each month remains exclusively with the Company until the invoice for that deliverable is paid in full.
5. Open Source Software: the Company may incorporate open-source software components into the Deliverables where appropriate; such components remain subject to their respective licences, and the Client agrees to comply with them. The Company will disclose any open-source components it intends to incorporate on or before the commencement of each SOW, and will not incorporate any component subject to a copyleft licence - including the GPL, AGPL or any similar licence - that could require 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.
6. Moral Rights Waiver: to the extent permitted by law, the Company will procure that all personnel and subcontractors involved in creating the deliverables waive any moral rights in the deliverables in favour of the Client.
7. IP Indemnification: the Company will defend, hold harmless and indemnify the Client against all losses, damages, claims, liabilities, costs and expenses (including reasonable legal fees) arising from any Infringement Claim, provided the infringement is not a consequence of the Company following the Client's express written instructions to incorporate specific third-party materials.
8. Infringement Claim Procedure: in the event of an Infringement Claim, the Client will promptly notify the Company in writing, grant the Company sole control of the defence and settlement (any settlement imposing obligations or liability on the Client requiring the Client's prior written consent), not take any action prejudicing the Company's defence, and provide reasonable cooperation at the Company's expense.
9. Remediation of Infringing Materials: where a deliverable becomes or is likely to become subject to an Infringement Claim, the Company may at its option and expense replace the infringing element with a functionally equivalent non-infringing alternative, or modify the deliverable to remove the infringement without material loss of functionality. Where the Company cannot provide a non-infringing alternative after reasonable efforts, the Client may terminate the relevant SOW for material breach, and the Company will promptly refund fees paid for the affected Deliverable (or, for rolling retainers, the pro rata portion of Retainer fees reasonably attributable to the affected workstream) within thirty days of termination.
10. Publicity & Reference Rights: neither Party will use the other's name, logo or trademarks in marketing materials, press releases, case studies or public announcements without the other's prior written consent. 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.
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 validly assigning to the Company all intellectual property rights they create in the course of the Services, so that the Company can transfer clean title in the Deliverables and Foreground IP to the Client.
12. Platform Components: where the applicable SOW identifies specific components as Platform Components, those components do not form part of the Foreground IP assigned to the Client. Instead, the Company grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, execute and rely on those components as incorporated into the Deliverables, for operating, maintaining and (where independent operation is agreed) further developing the Deliverables. All other rights in Platform Components - including reproducing, modifying or redeploying them independently, or licensing them to any third party - are reserved to the Company. The IP indemnification, infringement procedure, remediation and chain-of-title warranty provisions above apply to Platform Components as they do to Foreground IP.

Personnel & Non-Solicitation

1. Non-Solicitation of Personnel: during the term of this Agreement and for twelve months following its termination, neither Party will 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. This is the operative non-solicitation provision from the Effective Date of execution of a SOW and supersedes the equivalent NDA clause.
2. Carve-out: this restriction does not apply to general recruitment advertising not targeted at the other Party's personnel (including via job boards, social media, or recruiters not specifically instructed to target them), or to engaging anyone who responds to such general advertising or approaches the recruiting Party unsolicited.

Payment and Billing

1. Monthly Retainer: the Client pays the Retainer on the 1st day of each calendar month for the month ahead.
2. Additional Services: any work performed outside the predefined monthly scope is pre-approved, tracked and invoiced monthly in arrears, generally on the first business day of the following month, unless otherwise agreed in the applicable SOW.
3. Payment Terms: all invoices are due within five business days of the invoice date. Late payments accrue interest at 4% above the Bank of England base rate. If an undisputed invoice remains unpaid for more than five days, the Company will issue written notice; if payment is not received within a further five business days, the Company may suspend services until payment is received.
4. Benchmarking: once per rolling 12-month period during any retainer-based managed services engagement, either Party may request a benchmarking review to verify that Retainer rates remain comparable to market rates for equivalent services in the Client's market niche, using a recognised methodology agreed in good faith. If rates have diverged materially from the market, the Parties will negotiate in good faith to agree revised rates, subject to any annual increase cap in the applicable SOW.
5. VAT: all fees and charges are exclusive of VAT (if applicable), payable by the Client in addition to the fees at the prevailing rate, provided a valid VAT invoice is supplied.
6. Invoice Detail and Expenses: each invoice sets out sufficient detail for the Client to verify the charges, including the relevant billing period and Services performed. The Client reimburses only expenses that were pre-approved in writing and are supported by reasonable evidence, charged at cost.

Source Code Access and Delivery

1. The Company will carry out all development work in a shared repository accessible to the Client throughout the project. On completion or termination of a SOW, the Company will promptly deliver all source code, documentation, credentials and materials required for the Client to build, deploy, operate and maintain the Deliverables independently.
2. If critical systems, environments or operational components are hosted or controlled by the Company, it will maintain appropriate backup and recovery arrangements and ensure the Client can recover operational control on termination.

Force Majeure

Neither Party is liable for failure or delay in performing its obligations where this results from events beyond its reasonable control, including acts of God, war, terrorism, natural disasters, government restrictions, power failures or internet outages. The affected Party will promptly notify the other in writing and use reasonable efforts to resume performance as soon as practicable.

Duration and Termination

1. Term: this Agreement commences on the Effective Date and continues until terminated under this clause. Each SOW commences on its stated start date (or, if none, the Effective Date of that SOW) and continues for the stated period; where a SOW states no term, it operates on a rolling monthly basis.
2. Termination: either Party may terminate this Agreement on at least sixty days' written notice. A SOW may be terminated on sixty days' written notice where no SOW-specific mechanism applies. On termination, the Company will provide reasonable transition assistance and a full handover at no additional cost.
3. Insolvency Event: either Party may terminate this Agreement immediately on written notice if the other Party suffers an Insolvency Event.
4. Termination for Cause: either Party may terminate this Agreement or any SOW by written notice if the other commits a material breach and (where capable of remedy) fails to remedy it within fourteen days of written notice. Both Parties may terminate immediately on written notice in the event of a material security incident or material breach of data protection and security obligations, or where 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.
5. Notice: any notice under this Agreement is in writing and delivered by email or registered post to the nominated contacts on the cover page of the Agreement.
6. On expiry or termination for any reason: all properly due and undisputed fees for accepted work become payable (subject to the Client's rights of set-off or withholding for defective, incomplete or non-compliant work); the Company immediately ceases the terminated services; the Company promptly delivers all Deliverables, work in progress, source code, documentation, credentials, access keys, environment access and related materials created under the relevant SOW; all licences granted to the Client continue in full force and effect; and each Party, at the other's option, returns or securely destroys the other's confidential information, subject to legal retention obligations. The Client is not obliged to pay for incomplete work that is unusable or materially non-compliant with the relevant SOW.

Dispute Resolution

1. If a dispute arises, either Party will notify the other in writing, setting out the nature of the dispute in reasonable detail (a "Dispute Notice"). The Parties will attempt to resolve the dispute by good faith negotiation between senior representatives within ten business days of the Dispute Notice (or a longer period agreed in writing).
2. If unresolved within ten business days of the Dispute Notice, either Party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) under its Model Mediation Procedure, with the mediator nominated by CEDR unless otherwise agreed. The costs of the mediator and CEDR's administrative fees are shared equally; each Party bears its own legal costs.
3. If mediation fails to resolve the dispute within thirty days of the mediator's appointment (or a longer period agreed), either Party may commence proceedings in the courts of the applicable jurisdiction.
4. Nothing in this section prevents either Party from seeking urgent injunctive or interim relief from a competent court without first following the above process.

Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. Disputes are resolved in the courts of London.

Indemnification

1. By the Company: the Company will indemnify, defend and hold harmless the Client and its officers, directors and employees against third-party claims, losses, damages and reasonable legal costs arising from any infringement of a third party's IP rights by the Foreground IP delivered by the Company, any breach of the Company's data protection or security obligations, or the gross negligence or wilful misconduct of the Company or its personnel.
2. By the Client: the Client will indemnify, defend and hold harmless the Company and its officers, directors and employees against third-party claims, losses, damages and reasonable legal costs arising from the Client's use of deliverables in a manner not authorised by this Agreement or in breach of applicable law, any infringement of a third party's IP rights caused by materials, data or instructions provided by the Client, or the gross negligence or wilful misconduct of the Client or its personnel.
3. Indemnification Procedure: the Party seeking indemnification will promptly notify the indemnifying Party in writing of the claim, grant it sole control of the defence and settlement (any settlement imposing liability or obligations on the indemnified Party requiring its prior written consent), and provide reasonable cooperation and assistance at the indemnifying Party's cost.

Limitation of Liability

1. General Cap: subject to the exceptions below, neither Party's total aggregate liability under this Agreement will exceed the total fees paid or payable by the Client under the relevant SOW in the twelve months preceding the event giving rise to the claim.
2. Uncapped Liabilities: nothing in this Agreement excludes or limits either Party's liability for fraud; death or personal injury caused by negligence; breach of confidentiality (excluding data protection breaches, which are governed separately); infringement of intellectual property rights (excluding patents and trade secrets, which remain subject to the general cap); or any other liability that cannot be excluded or limited by law.
3. Super-cap for Data Protection and Security: subject to the exceptions above, 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, is subject to a separate cap of 200% of the total fees paid or payable under the relevant SOW in the preceding twelve months, or £500,000, whichever is lower.
4. Equitable Relief and Handover: the liability caps in this clause do not apply to, and do not limit, the Company's obligation to deliver and hand over the Deliverables, source code, repositories, environments, credentials and access materials, nor the Client's right to seek injunctive relief, specific performance or other equitable remedies.
5. Neither Party is liable for any indirect, incidental or consequential loss, including loss of profits, loss of business, loss of goodwill or loss of anticipated savings.

Assignment

1. Client Assignment: the Client may assign, transfer or novate this Agreement (in whole or in part) to any of its affiliates, or to a successor to its business (including by merger, reorganisation, or sale of shares or assets), without the Company's consent, provided the Client gives the Company written notice.
2. Company Assignment: the Company may not assign, transfer or novate this Agreement to any affiliate, successor or acquirer without the Client's prior written consent (not to be unreasonably withheld or delayed). Any permitted assignment is conditional on the assignee entering into a deed of accession agreeing to be bound by this Agreement and any SOWs. Where the Company proposes to assign this Agreement in connection with a Change of Control or sale of its business or assets, the Client may, by written notice within thirty days of receiving notice of the proposed assignment, terminate this Agreement and/or any affected SOW on sixty days' notice without penalty, with the Company providing transition assistance and a full handover.

Final Provisions

1. The T&Cs are version-controlled. The version in force at the date a SOW is signed by both Parties (the "Applicable Version") governs that SOW for its duration, unless the Parties expressly agree in writing to adopt a later version.
2. The Company reserves the right to update these T&Cs from time to time. The current version is published on our website and carries a version number and effective date.
3. Where an update would materially affect the rights or obligations of an existing Client, the Company will give that Client not less than thirty days' written notice of the proposed changes before they take effect in respect of any new SOW entered into after the update's effective date.
4. Updates to these T&Cs do not affect any SOW already in force at the date the update takes effect; such SOWs continue to be governed by the Applicable Version unless the Client expressly agrees in writing to adopt the updated version.
5. Where a Client continues to enter into new SOWs after receiving notice of an update without raising a written objection, that Client is deemed to have accepted the updated T&Cs in respect of those new SOWs only.
6. Severability: if any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement remains in full force and effect.
7. Waiver: no failure or delay by either Party in exercising any right or remedy constitutes a waiver of that right or remedy; no waiver is effective unless made in writing.
8. Counterparts & Electronic Signatures: this Agreement may be executed in counterparts, each constituting an original. Electronic signatures, including via DocuSign or equivalent platforms, are deemed valid and binding to the same extent as original wet-ink signatures.
9. A person who is not a Party to this Agreement has no right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10. Each Party will, at its own cost, do, sign, execute and deliver all deeds, documents, instruments and acts reasonably required by notice from the other Party to give full effect to this Agreement and the Parties' rights and obligations under it.
11. Where the Company is unable to perform its obligations due to a Force Majeure Event, the Client is not obliged to pay the Retainer for the specific services directly affected for the duration of that event; services unaffected by the event continue to be billed as normal.
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 is effective unless agreed in writing (including by email) and confirmed by an authorised representative of each Party, or recorded in the Company's change log for the applicable SOW and acknowledged in writing by an authorised representative of the Client. Acceptance by conduct (under Formation of Contract above) does not operate to incorporate any variation falling outside these routes, and continued performance or payment following a proposed variation does not, of itself, constitute acceptance of that variation.