Terms of Business

Version: 26 October 2026

1. The service

1.1We act as your AI and software partner. Each month we agree with you one improvement to work on, then we design, build and deliver it, and help your team use it.

1.2Every month you get: one clearly defined, working improvement; a 30-minute weekly call; replies within one working day (UK business days); a short monthly report in plain English; and practical guides or short videos for your team.

1.3We work on one improvement at a time. Larger ideas are split into monthly steps. In your first month we agree a goal that fits the month.

1.4The service does not include 24/7 or emergency support, or responsibility for running your business-critical systems, unless agreed in writing.

1.5We may use specialist engineers to help deliver the service. They sign confidentiality and data processing terms before they see any of your data, and we remain responsible for their work.

2. Your part

2.1You give us timely access to the people, information, systems and accounts we reasonably need, and you nominate one main contact.

2.2You are responsible for the accuracy of the information you provide, for having the right to share any data and materials with us, and for decisions you take using what we deliver.

2.3If a delay on your side stops us from delivering in a month, the monthly fee still applies and we will tell you promptly what we are waiting for.

3. Fees and payment

3.1The fee is £3,000 per month (or as stated in the Order Form), excluding VAT. It is fixed: there is no hourly billing and no extra charge when something takes longer than planned.

3.2We invoice at the end of each monthly period for the work done in that period. Each monthly period runs from the start date to the day before the same date in the following month (for example, 15 March to 14 April). Invoices are payable within 7 days of the invoice date, in pounds sterling, by bank transfer. Every period, including the last, is charged in full, unless the Order Form says otherwise.

3.3VAT: our services are supplied business to business from Portugal. Where the reverse charge applies, you account for any UK VAT and our invoices show no VAT.

3.4If an invoice is not paid on time, we may (a) charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and (b) after giving you 7 days' written notice, pause the service until payment is made.

4. Third-party costs

4.1Hosting, databases, software subscriptions, AI usage fees and other third-party services are not included in the fee.

4.2These services are set up in your name and paid by you directly to the provider, at cost. We estimate them before we start any work that needs them. Each provider's own terms apply between you and that provider.

5. Term and cancellation

5.1The agreement starts on the start date in the Order Form and continues month to month. There is no minimum term.

5.2Either of us may end the agreement at any time by written notice (email is enough). It ends at the end of the monthly period in which notice is given. The invoice for that period remains payable.

5.3Either of us may end the agreement immediately by written notice if the other materially breaches it and does not fix the breach within 14 days of being asked to, or becomes insolvent.

5.4When the agreement ends, we hand over everything we built and its documentation, remove our access to your systems and accounts, and delete our copies of your data, as set out in clause 8 and the Data Processing Schedule.

6. Who owns what

6.1Once you have paid the invoice for a monthly period, you own all intellectual property rights in the software, code, designs, documents and other materials we created for you in that period (the "Deliverables"). We assign those rights to you on payment and will sign any documents reasonably needed to confirm it.

6.2Until a period is paid, you may use the Deliverables for that period under a licence that ends if the invoice is not paid within 30 days of its due date.

6.3We keep ownership of our pre-existing tools, templates, know-how and generic components, and of open-source software. Where any of these are part of a Deliverable, you get a perpetual, royalty-free, non-exclusive licence to use, change and keep using them as part of that Deliverable. Open-source components are licensed under their own terms.

6.4You own your data and materials. You give us a licence to use them only to provide the service.

6.5Unless you tell us otherwise in writing, we may say that you are a client and describe the work in general terms, without your confidential information or personal data.

7. Confidentiality

7.1Each of us will keep the other's confidential information secret, use it only for this agreement, and share it only with staff and subcontractors who need it and are bound by the same duty.

7.2This does not apply to information that is public through no fault of the receiver, already known to it, independently developed, or that must be disclosed by law.

7.3This clause continues for 3 years after the agreement ends, and indefinitely for trade secrets and personal data.

8. Data protection and security

8.1When we process personal data on your behalf, you are the controller and we are the processor. The Data Processing Schedule below applies.

8.2We follow the commitments on our security page, including: everything runs in your accounts; AI services only through business or API accounts where your data is not used to train models; data kept in the UK or EU by default; named accounts, never shared; and notice of any security incident affecting your data within 48 hours.

9. Our work and warranties

9.1We will provide the service with reasonable skill and care and in line with good industry practice.

9.2Software and AI outputs may contain errors. You are responsible for checking outputs that your business relies on, especially those generated by AI. We do not promise any particular business result.

9.3Apart from what this agreement says, all other warranties and conditions are excluded to the extent the law allows.

10. Liability

10.1Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

10.2Neither of us is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

10.3Our total liability under or in connection with this agreement is limited to the fees you paid in the 3 months before the event giving rise to the claim.

10.4We are not responsible for the failure of third-party services (see clause 4) or for delays caused by events outside our reasonable control.

11. General

11.1We are an independent contractor. Nothing in this agreement creates employment, partnership or agency.

11.2Neither of us may transfer this agreement without the other's written consent, except to a successor of the whole business.

11.3Notices must be in writing and may be sent by email to the addresses in the Order Form.

11.4Changes to this agreement must be agreed in writing, including by email. We may update these standard terms for new clients; changes apply to you only if you agree.

11.5This is the entire agreement between us on its subject. No third party has rights under it.

11.6If any part is found invalid, the rest continues to apply.

11.7While this agreement lasts and for 12 months after it ends, you will not directly or indirectly engage or employ any engineer or contractor who worked on your service through us, without our written consent.

12. Law and disputes

12.1This agreement and any dispute arising from it are governed by the law of England and Wales.

12.2We will first try to resolve any dispute through a call between the decision-makers on both sides. If that fails within 30 days, the courts of England and Wales have exclusive jurisdiction.

Data Processing Schedule

• Subject matter and duration: personal data needed to design, build and support the Deliverables, for as long as the agreement lasts.
• Types of data and data subjects: as needed for each improvement (typically contact details of your customers, suppliers and staff). Each improvement's scope will name any special category data before we touch it.
• Instructions: we process personal data only on your documented instructions, including this agreement and your written requests.
• Confidentiality: everyone who processes the data is bound by confidentiality.
• Security: we apply appropriate technical and organisational measures, as described on our security page.
• Sub-processors: you authorise the providers set up in your name, and the engineers we use under clause 1.5. We will tell you before adding a new sub-processor, so you can object.
• International transfers: data stays in the UK or EU by default. Any transfer elsewhere happens only with your agreement and appropriate safeguards.
• Assistance: we help you respond to data subjects' requests, assess risk and deal with breaches, and notify you of any personal data breach within 48 hours of becoming aware of it.
• End of service: at your choice, we return or delete the personal data, unless the law requires us to keep it.
• Audits: we provide the information you reasonably need to show compliance, and allow reasonable audits on prior notice.