1. Introduction
These terms and conditions govern the provision of IT consultancy services by WeAreGrayFox Limited, herein referred to as "the Consultant", to its clients. By engaging the Consultant for Management consultancy services, the client agrees to be bound by these terms and conditions.
2. Scope of Services
The Consultant will provide IT consultancy services as outlined in the service agreements or proposals provided to the client. These services may include, but are not limited to, strategic planning, systems analysis, design, implementation guidance, project management, and other related consulting services.
3. Payment Terms
Fees for consultancy services shall be as specified in the service agreement or proposal. Unless otherwise agreed, invoices are due for payment on receipt of the invoice. Late payments may incur interest at the statutory rate and additional charges as allowed under the Late Payment of Commercial Debts (Interest) Act 1998.
4. Intellectual Property Rights
All intellectual property rights in materials and deliverables provided under the services, including but not limited to software, documentation, and reports, shall remain the property of the Consultant, unless otherwise agreed in writing. The client is granted a non-exclusive license to use such materials and deliverables for the agreed purpose.
5. Confidentiality
Both parties commit to maintaining the confidentiality of any proprietary information received from the other party during the course of the engagement. This obligation shall survive the termination of the agreement and is subject to exceptions as required by law or relevant regulatory bodies.
6. Limitation of Liability
The Consultant's liability for any direct loss or damage arising out of or in connection with the services provided shall be limited to the total fees paid by the client for the services. The Consultant shall not be liable for any indirect, special, or consequential damages. Nothing in these terms and conditions shall limit or exclude the Consultant's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by English law.
7. Termination
Either party may terminate the agreement by providing written notice to the other party. Termination conditions, including any required notice period and penalties, will be specified in the service agreement.
8. Dispute Resolution
Any disputes arising from or in connection with these terms and conditions shall initially be addressed through negotiation. If negotiation is unsuccessful, the dispute shall be submitted to mediation. Failing mediation, the dispute shall be resolved through arbitration under the Arbitration Act 1996, or at the discretion of the parties, the dispute may be submitted to the exclusive jurisdiction of the courts of England and Wales.
9. Governing Law and Jurisdiction
These terms and conditions and any disputes or claims arising out of or in connection with them are governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions.
10. Amendment
These terms and conditions may be amended by the Consultant from time to time. The most current version will be available on the Consultant's website.