Terms of Business

1. Definitions

• "Company" means Jawwws Ltd, a company registered in England and Wales under company number 17003364, with a registered address at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.
• "Client" means the organisation purchasing Services from the Company.
• "Services" means consultancy, advisory, delivery, architecture, QA, technical audit, or related professional services provided by the Company.
• "Agreement" means these Terms together with any Statement of Work (SOW), proposal, or written agreement referencing them.

2. Scope of Services

1. 2.1 Services will be provided as described in the applicable Statement of Work or written proposal.
2. 2.2 Any change in scope must follow the Change Control Process set out in Appendix A.
3. 2.3 The Company provides advisory and consultancy services. Unless explicitly agreed in writing, responsibility for implementation decisions and operational execution remains with the Client.

3. Fees & Payment

1. 3.1 Fees are as set out in the applicable proposal or SOW.
2. 3.2 All fees are exclusive of VAT and expenses unless otherwise stated.
3. 3.3 Invoices are payable within 14 days of issue unless agreed otherwise in writing.
4. 3.4 The Company reserves the right to suspend Services for late payment.
5. 3.5 Interest may be charged on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4. Retainer Engagements (Where Applicable)

1. 4.1 Where Services are provided on a retainer basis, the minimum commitment is four (4) days per calendar month, unless otherwise agreed in writing.
2. 4.2 Retainer days must be used within the applicable month and do not roll over unless expressly agreed.
3. 4.3 The Company reserves the right to invoice the minimum monthly retainer regardless of utilisation.
4. 4.4 Either party may terminate a retainer engagement with 30 days' written notice unless otherwise specified in the SOW.

5. Expenses

1. 5.1 The Client shall reimburse all reasonable and properly incurred expenses in connection with the Services.
2. 5.2 Expenses may include (but are not limited to):
   • Travel
   • Accommodation
   • Subsistence
   • Third-party software or tooling required for delivery
3. 5.3 Expenses will be invoiced at cost and may require prior written approval where material.

6. Client Responsibilities

The Client agrees to:

• Provide timely access to systems, information, and personnel.
• Ensure the accuracy of information supplied.
• Make appropriate decision-makers available.
• Review and approve deliverables promptly.

The Company shall not be liable for delays or additional costs caused by failure to meet these responsibilities.

7. Intellectual Property

1. 7.1 All pre-existing intellectual property remains the property of its original owner.
2. 7.2 Upon full payment of fees, the Client is granted a non-exclusive licence to use deliverables for internal business purposes.
3. 7.3 The Company retains ownership of methodologies, frameworks, templates, tools, and know-how used in delivering the Services.
4. 7.4 The Company may reuse non-confidential experience and learning gained during the engagement.

8. Confidentiality

Both parties agree to keep confidential information secure and not disclose it to third parties without prior written consent, except as required by law.

This obligation survives termination of the Agreement.

9. Professional Standards & Insurance

1. 9.1 The Company shall perform the Services with reasonable skill and care in accordance with good industry practice.
2. 9.2 The Company maintains Professional Indemnity Insurance with Hiscox appropriate to the nature of the Services provided. Evidence of cover may be supplied upon reasonable request.
3. 9.3 The Company does not warrant that any specific commercial outcome will be achieved.

10. Limitation of Liability

1. 10.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability which cannot be excluded under UK law.
2. 10.2 Subject to clause 10.1, the Company's total aggregate liability under any SOW shall not exceed the total fees paid under that SOW.
3. 10.3 The Company shall not be liable for:
   • Loss of profit
   • Loss of revenue
   • Loss of anticipated savings
   • Loss of data
   • Indirect or consequential loss

11. Termination

1. 11.1 Either party may terminate the Agreement with 30 days' written notice unless otherwise agreed.
2. 11.2 The Company may terminate immediately in the event of non-payment or material breach.
3. 11.3 Fees for work performed up to termination remain payable.

12. Independent Contractor

The Company acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

13. Non-Solicitation

The Client agrees not to directly solicit or employ the Company's personnel involved in the engagement for a period of 12 months following completion without prior written consent.

14. Data Protection

Both parties agree to comply with applicable UK GDPR and Data Protection legislation.

Where required, a separate Data Processing Agreement may be executed.

15. Force Majeure

Neither party shall be liable for delay or failure caused by events beyond reasonable control.

16. Dispute Resolution

1. 16.1 In the event of a dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good faith negotiation.
2. 16.2 If the dispute cannot be resolved within 30 days, the parties agree to attempt mediation through a recognised UK mediation provider before commencing court proceedings.
3. 16.3 Nothing in this clause prevents either party from seeking urgent injunctive relief where necessary.

17. Governing Law

This Agreement is governed by the laws of England and Wales. Subject to Clause 16, the courts of England and Wales shall have exclusive jurisdiction.