Terms of Business

1. Parties and definitions

Supplier means Jedwards Tech Limited, a company registered in England and Wales under company number 17414301. Client means the business customer identified in an accepted engagement document. Services, Deliverables, Fees, Proposal and Statement of Work have the meanings given to them in the applicable accepted engagement document.

2. Business-customer scope

These standard terms are intended only for clients acting in the course of a business, trade or profession. They are not consumer terms. Separate advice and separate terms are required before Supplier contracts with a consumer.

3. Forming an engagement

Merely visiting this website, booking or attending an exploratory call, having a discussion or exchanging information does not create a contract or engagement. An engagement begins only when Supplier and Client mutually accept an engagement document in writing, with signature where that document requires it.

4. Order of precedence

If there is an actual conflict between contractual documents, an expressly incorporated data-processing schedule takes precedence only in relation to personal-data processing. For all other matters, the order of precedence is: (1) the Statement of Work or engagement letter; (2) the accepted Proposal; and (3) these standard terms. A document overrides another only to the extent of the actual conflict.

5. Services, Deliverables and standard of care

Supplier may provide solution architecture, application modernisation, architecture and governance, technical consultation, software-estate discovery, and dependency and integration management. The engagement document defines the Services and Deliverables. Supplier will perform the Services with reasonable care and skill, but the work is advisory and collaborative in nature unless an engagement document expressly states otherwise.

6. No guarantee of outcome

Technical and commercial outcomes depend on factors outside Supplier's control, including the quality and completeness of information, access, decisions, authority, personnel, systems and delivery capacity. Except where expressly agreed in writing, Supplier does not guarantee a particular commercial, technical, operational or delivery outcome.

7. Scope assumptions and change control

Each engagement is based on the assumptions, dependencies and exclusions stated in its engagement document. Either party may request a change in writing. Supplier will explain the likely effect on scope, timing, Fees, Deliverables and risks before beginning material additional work. A material change takes effect only when agreed in writing.

8. Client cooperation

The Client will provide timely access to agreed people, systems, environments, information, decisions and approvals, and will ensure it has the right to provide material made available to Supplier. The Client remains responsible for its business decisions, implementation choices, production changes and compliance obligations unless an engagement document expressly allocates a specific responsibility to Supplier.

9. Leadership support

For delivery engagements, it helps to agree an executive sponsor, a shared outcome, clear decision routes and practical ways of working. Visible leadership support gives the delivery team the context and backing needed to work constructively, while respecting the knowledge and responsibilities already within the organisation. The right level of sponsorship depends on the scope and sensitivity of the engagement.

10. Fees, VAT, invoicing and payment

The engagement document must specify the Fees, payment periods, invoicing milestones or frequency, currency, payment date and invoicing arrangements. Unless an engagement document states otherwise, Fees are stated exclusive of VAT. VAT will be charged only if, and to the extent that, Jedwards Tech Limited is registered and legally required to charge it at the applicable tax point. Jedwards Tech Limited is not currently VAT registered and expects to register when trading requires it. Commercial and accounting placeholder: confirm the standard payment period, milestones, currency, invoicing arrangements and VAT treatment before use.

11. Expenses and travel

Travel and other expenses are payable only where they are stated in the engagement document or approved by the Client in writing in advance. Supplier will provide reasonable supporting information on request. Remote working is the default unless agreed otherwise.

12. Late payment

Without limiting any statutory right, Supplier may claim statutory interest and compensation for qualifying late payments under the Late Payment of Commercial Debts (Interest) Act 1998 where it applies. If an engagement document provides a different remedy, it should be reviewed to ensure that it is a substantial remedy permitted by law.

13. Deliverable review and acceptance

Where acceptance applies, the engagement document will state the review criteria, acceptance process and review period. The Client will review Deliverables promptly and give sufficiently detailed written reasons for any rejection against those agreed criteria. Commercial placeholder: decide whether to include a deemed-acceptance mechanism and, if so, obtain legal review of the review period and consequences.

14. Intellectual property

Each party retains intellectual property it owned or developed independently of the engagement. Subject to full payment of the relevant undisputed Fees, ownership of bespoke Deliverables created specifically for the Client transfers to the Client unless the engagement document states otherwise. Jedwards Tech Limited retains ownership of its pre-existing and reusable methods, templates, know-how, tools, code libraries, techniques and materials of general application. To the extent retained Supplier materials are embedded in a Deliverable, Supplier grants the Client a perpetual, worldwide, royalty-free licence to use, copy, modify and maintain those embedded materials as part of the Deliverable. The Client may permit use by its group companies, professional advisers, implementation partners and service providers for the Client's business purposes, and may transfer the Deliverable and that licence to a genuine successor following a merger, reorganisation or sale of the relevant business. Third-party materials remain governed by their applicable licences. The engagement document may vary these arrangements for a specific Deliverable. Intellectual-property structure remains subject to professional legal review; it must not be read as an assignment of Supplier's confidential reusable intellectual property.

15. Confidentiality

Each party will protect the other party's confidential information using reasonable care and will use it only to perform or receive the Services. This does not apply to information that is public other than through breach, already lawfully known, independently developed, or lawfully obtained from a third party. A party may disclose confidential information where required by law or a regulator, after giving notice where lawful and practicable.

16. Data protection

Each party will comply with applicable data-protection law. The appropriate roles for each engagement depend on the actual processing. Where Supplier processes personal data on the Client's documented behalf as a processor, the parties will put in place a separate written data-processing schedule meeting the requirements of Article 28 of the UK GDPR before that processing begins. This draft does not itself replace such a schedule.

17. Information security and access

Supplier will use proportionate technical and organisational measures to protect Client material in Supplier's control and follow any reasonable, agreed access and security requirements. The Client will provide access using appropriate least-privilege methods and remains responsible for approving access to its systems. Security requirements that materially affect scope, time or cost will be addressed through change control.

18. Personnel and subcontracting

Jedwards Tech Limited is currently founder-led, and Jeremy Edwards is the founder and principal consultant expected to perform the Services personally. Supplier will not appoint a subcontractor to perform a material part of the Services without the Client's prior written consent, except for ordinary business service providers that do not perform the Services. Supplier remains responsible for the Services provided under the engagement document.

19. Independent contractor status

Supplier acts as an independent contractor. Nothing in an engagement creates employment, worker, agency, partnership, joint-venture or fiduciary relationship between the parties. Each party remains responsible for its own tax, National Insurance, employment and regulatory obligations. This clause does not determine employment status for tax or employment-law purposes; the actual working arrangements must be assessed for each engagement.

20. Conflicts of interest

Supplier will disclose any actual conflict of interest that Supplier becomes aware of and will discuss reasonable steps to manage it. Supplier may work for other clients, provided that Supplier complies with confidentiality obligations and does not create an unmanaged conflict with the engagement.

21. Insurance

Before commencing a paid engagement, Supplier will put in place and maintain insurance appropriate to the agreed Services and will provide reasonable evidence of relevant cover on request. The appropriate policy types, limits and any engagement-specific requirements must be confirmed before the engagement begins. Insurance placeholder: final policy types, limits, exclusions and insurer-approved wording remain subject to professional review.

22. Warranties and disclaimers

Except as expressly stated in an accepted engagement document, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. Nothing in these terms removes Supplier's obligation to exercise reasonable care and skill where that obligation cannot lawfully be excluded or restricted.

23. Liability

Solicitor and insurer review required: proposed aggregate liability cap for all claims arising from an engagement is 100% of the Fees paid or payable under that engagement in the 12 months before the event giving rise to the claim, subject to a confirmed monetary minimum or insurance-backed amount. The final cap, period and any minimum must be selected after legal and insurance review for reasonableness and suitability to the engagement.

Subject to clause 24 and applicable law, neither party is liable for indirect or consequential loss, including any indirect or consequential loss of profit, revenue, business, anticipated savings, goodwill, data or opportunity. These exclusions apply only to the extent permitted by law and are subject to the reasonableness requirements that may apply to the circumstances.

24. Liabilities that cannot be excluded

Nothing in these terms excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or restricted.

25. Suspension and termination

Either party may terminate an engagement in accordance with the termination provisions in its engagement document. If no provision is stated, either party may terminate on reasonable written notice, taking account of the work in progress and the need for an orderly handover. Supplier may suspend Services on reasonable written notice for a material overdue undisputed payment, material breach, or a security or legal concern that makes continued work unsafe or unlawful.

26. Consequences of termination

On termination, the Client will pay Fees and approved expenses accrued for Services properly performed up to termination. Subject to payment and applicable confidentiality, security and data-protection obligations, Supplier will provide completed Deliverables and return or securely delete Client material in Supplier's possession in accordance with the engagement document or applicable law. Clauses intended to survive termination will do so.

27. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate the effect and notifies the other party promptly. Payment obligations for amounts already due are not excused by this clause.

28. Anti-bribery and compliance with law

Each party will comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and will not offer, promise, give, request or accept an improper advantage in connection with an engagement. Each party will comply with laws applicable to its own activities under the engagement.

29. Assignment and subcontracting

Neither party may assign or transfer an engagement without the other party's prior written consent, not to be unreasonably withheld or delayed, except that either party may assign to a successor in connection with a genuine business reorganisation or transfer of substantially all relevant assets on written notice. Subcontracting is governed by clause 18.

30. Notices

Notices under an engagement must be in writing and sent to the contact details in the engagement document, by email with a request for acknowledgement or by pre-paid first-class post. A party may update its notice details by notice. Legal-review placeholder: confirm the permitted notice methods, deemed-receipt rules and appropriate addresses before finalisation.

31. Entire agreement and reliance

The accepted engagement document and incorporated documents form the entire agreement between the parties about that engagement and supersede prior discussions about it. Each party acknowledges that it has not relied on a statement not expressly set out in those documents, except that nothing limits liability for fraud or fraudulent misrepresentation. This clause is subject to legal review for reasonableness.

32. Waiver, severability and variation

A waiver is effective only if given in writing and does not waive a later breach. If a provision is invalid or unenforceable, it will be modified only as far as necessary or removed, and the remaining provisions will continue. A variation is effective only when agreed in writing by authorised representatives of both parties.

33. Third-party rights

A person who is not a party to an engagement has no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999, except where an engagement document expressly states otherwise.

34. Governing law and courts

Proposed wording for professional review: These terms and each engagement are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

35. Professional review status

These are draft standard terms prepared from publicly available UK legal sources for internal review. They are not legal advice, have not been solicitor-approved, and may need material amendment for a particular Client, regulated environment, cross-border arrangement, public-sector engagement or data-processing arrangement.

36. Publicity

Neither party may use the other party's name, logo, trade marks or engagement details in publicity, marketing or announcements without the other party's prior written consent, except where disclosure is required by law, a regulator or a stock-exchange rule.

37. Counterparts and electronic acceptance

An engagement document may be executed or accepted in counterparts and by electronic signature or electronic confirmation. Each counterpart is treated as an original and together they form one document.