General Terms & Conditions

1. Definitions and Interpretation

In these General Terms and Conditions ("Terms"), the following definitions apply unless the context requires otherwise:

• "Company" means TEME SYSTEMS LTD, a company registered in England and Wales, with registered address at 17 Teme Avenue, Telford, TF1 3HU, United Kingdom.
• "Client" means any individual, company, partnership, or other legal entity that engages the Company for the provision of Services.
• "Services" means the professional services to be provided by the Company as described in a Statement of Work, Proposal, or other agreed contractual documentation.
• "Engagement" means a specific project, retainer, or advisory arrangement entered into between the Company and a Client.
• "Deliverables" means any documents, reports, specifications, plans, designs, software, or other outputs produced by the Company in the performance of Services.
• "Confidential Information" means any information disclosed by one party to the other in connection with an Engagement that is designated as confidential or that should reasonably be understood to be confidential in nature, including technical data, business information, systems specifications, and pricing.
• "Intellectual Property Rights" means all patents, rights in inventions, copyright, trade marks, service marks, design rights, database rights, know-how, trade secrets, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• "Proposal" means any written proposal, quotation, or statement of work issued by the Company to the Client describing the Services to be provided and the applicable fees.
• "Fees" means the charges payable by the Client to the Company for the provision of Services as set out in the relevant Proposal or contractual documentation.
• "Working Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.

Unless the context otherwise requires, references to the singular include the plural and vice versa. References to any statute or statutory provision include any modification, amendment, re-enactment, or extension thereof. The headings in these Terms are for convenience only and shall not affect interpretation.

2. Formation of Contract

2.1 Engagement Process

An Engagement between the Company and the Client is formed upon written acceptance by the Client of a Proposal issued by the Company, or upon such other written agreement as the parties may agree. No Engagement shall be formed, and no obligation to provide Services shall arise, until such written acceptance is received by the Company.

2.2 Precedence of Documents

Where a specific Statement of Work or Proposal has been agreed in writing between the parties, the terms of that document shall take precedence over these General Terms and Conditions to the extent of any inconsistency. In all other respects, these General Terms and Conditions shall apply to all Engagements between the Company and the Client.

2.3 No Oral Contracts

No representation or statement made orally by any employee, officer, or agent of the Company shall form part of any contract between the Company and the Client unless it is confirmed in writing and signed by a duly authorised representative of the Company.

2.4 Variations

Any variation to the scope of Services, timeline, fees, or other material terms of an Engagement must be agreed in writing by both parties before it takes effect. Verbal instructions to change the scope or nature of Services shall not be binding on the Company unless confirmed in writing.

3. Provision of Services

3.1 Performance Standards

The Company shall perform Services with reasonable care and skill, consistent with the standard expected of a professional services provider operating in the relevant field. The Company shall use reasonable endeavours to deliver Services in accordance with any agreed timeline, but time shall not be of the essence unless expressly stated to be so in writing.

3.2 Personnel

The Company reserves the right to determine the personnel assigned to the performance of any Engagement. The Company shall not be required to provide any specific individual unless expressly agreed in writing. Where the Company introduces any change to personnel assigned to an Engagement, it shall do so in a manner that minimises disruption to the Client.

3.3 Subcontracting

The Company may engage suitably qualified subcontractors or third-party specialists to assist in the performance of Services, subject to ensuring that such parties are bound by appropriate obligations of confidentiality. The Company shall remain responsible for the work of any subcontractors engaged in this manner.

3.4 Client Cooperation

The Client shall cooperate with the Company in the performance of Services and shall provide, in a timely manner, all information, access, materials, and resources reasonably required by the Company. The Company shall not be liable for any delay, failure, or reduction in quality of Services caused by the Client's failure to comply with this obligation.

3.5 Client Dependencies

Where the performance of Services is dependent on actions, approvals, or inputs from the Client or any third party nominated by the Client, the Company shall not be responsible for any delay or shortfall in delivery attributable to delays in receiving such actions, approvals, or inputs. In such circumstances, any agreed timeline shall be adjusted accordingly.

4. Fees, Invoicing, and Payment

4.1 Fees

The Fees payable for Services shall be as set out in the relevant Proposal or Engagement documentation. Unless otherwise stated, all Fees are quoted exclusive of Value Added Tax (VAT), which shall be added at the applicable rate where required by law.

4.2 Expenses

Where Services require the Company to incur travel, accommodation, or other out-of-pocket expenses, such expenses shall be reimbursed by the Client at cost upon submission of appropriate supporting documentation. The Company shall seek prior written approval for any single expense exceeding a limit agreed in the relevant Proposal, unless circumstances prevent prior approval from being obtained.

4.3 Invoicing

The Company shall issue invoices in accordance with the payment schedule agreed in the relevant Proposal. Where no specific payment schedule has been agreed, the Company may invoice upon completion of each phase of work or at monthly intervals for ongoing engagements, as appropriate.

4.4 Payment Terms

Unless otherwise agreed in writing, payment of all invoices issued by the Company is due within 14 days of the invoice date. Time for payment shall be of the essence. All payments must be made in pounds sterling (GBP) unless an alternative currency has been agreed in writing.

4.5 Late Payment

Where an invoice remains unpaid beyond the due date, the Company reserves the right to: (a) charge statutory interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, as amended; (b) suspend the provision of Services until all outstanding amounts are paid in full; and (c) recover reasonable debt recovery costs incurred in collecting the outstanding amount.

4.6 Disputed Invoices

If the Client in good faith disputes any element of an invoice, the Client must notify the Company in writing within seven days of receipt of the invoice, setting out the nature and basis of the dispute. The undisputed portion of the invoice shall remain payable by the due date. The parties shall seek to resolve any invoice dispute in good faith within 14 days of notification.

5. Intellectual Property Rights

5.1 Company Pre-Existing IP

All Intellectual Property Rights in the Company's pre-existing materials, methodologies, tools, processes, and know-how used in the performance of Services shall remain the exclusive property of the Company. Nothing in these Terms transfers any such rights to the Client.

5.2 Deliverables

Unless expressly stated otherwise in the relevant Proposal or Engagement documentation, all Intellectual Property Rights in Deliverables created by the Company specifically for the Client in the course of an Engagement shall, upon receipt of payment in full for the relevant Services, be assigned to the Client. Prior to full payment, all such rights shall remain vested in the Company.

5.3 Licence to Use

Where Deliverables incorporate or are based upon the Company's pre-existing materials or methodologies, the Company grants to the Client a non-exclusive, non-transferable licence to use those pre-existing materials solely to the extent necessary for the Client to make use of the Deliverables for the purposes stated in the relevant Engagement documentation.

5.4 Client Materials

The Client grants to the Company a non-exclusive licence to use any materials, data, or information provided by the Client solely to the extent necessary for the Company to perform the Services. The Client warrants that it has the right to provide such materials and that the Company's use of them in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

5.5 Portfolio Rights

The Company may reference the existence of an Engagement with the Client in general terms in its marketing materials and portfolio, subject to the confidentiality obligations set out in Clause 7. The Company shall not disclose specific client details, project outcomes, or Deliverables without the Client's prior written consent.

6. Liability

6.1 Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total aggregate liability to the Client arising out of or in connection with an Engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total Fees paid or payable by the Client under the relevant Engagement during the twelve months immediately preceding the event giving rise to the claim.

6.2 Exclusion of Consequential Loss

In no circumstances shall the Company be liable for any indirect, incidental, special, or consequential loss or damage, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or any other economic loss, whether arising in contract, tort, or otherwise, even if the Company has been advised of the possibility of such loss.

6.3 Client Responsibilities

The Company's liability shall be reduced or extinguished to the extent that the Client's own acts, omissions, or failures to comply with its obligations under these Terms contributed to the loss or damage claimed.

6.4 No Exclusion of Statutory Rights

Nothing in these Terms excludes or limits the Company's liability for death or personal injury caused by its negligence, for fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law.

6.5 Professional Advice Reliance

The Client acknowledges that technical consulting and systems design advice provided by the Company is intended to inform the Client's own decision-making. The Client remains solely responsible for all decisions made in reliance on the Company's advice and recommendations, and for the implementation of any systems, infrastructure, or processes based on the Company's Deliverables.

7. Confidentiality

7.1 Mutual Confidentiality

Each party agrees to maintain in strict confidence all Confidential Information received from the other party in connection with an Engagement, and to use such Confidential Information solely for the purposes of performing its obligations or exercising its rights under the relevant Engagement. Each party shall take reasonable steps to prevent the unauthorised disclosure of the other party's Confidential Information, applying at least the same standard of care as it applies to its own confidential information.

7.2 Permitted Disclosures

A party may disclose Confidential Information: (a) to its employees, officers, advisors, or subcontractors who need to know such information for the purposes of the Engagement, provided those individuals are bound by obligations of confidentiality no less stringent than those set out here; (b) where required by applicable law, regulatory authority, or court order, in which case the disclosing party shall, to the extent permitted by law, provide prior notice to the other party and co-operate with any reasonable steps to protect the confidential nature of the information.

7.3 Duration

Obligations of confidentiality under this Clause shall survive the termination or expiry of an Engagement for a period of five years, or for such longer period as may be agreed in the specific Engagement documentation.

8. Data Protection

Each party shall comply with its respective obligations under applicable data protection legislation, including UK GDPR and the Data Protection Act 2018, in connection with any personal data processed in the course of an Engagement. Where the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a data processing agreement setting out the relevant terms of that processing in accordance with Article 28 of UK GDPR. The Company's Privacy Policy, available at https://temesystems.work/privacy-policy.html, sets out how the Company processes personal data in its own capacity as a data controller.

9. Warranties and Representations

9.1 Company Warranties

The Company warrants that: (a) it has the legal capacity and authority to enter into and perform the obligations under these Terms and any Engagement documentation; (b) it will perform Services with reasonable care and skill; (c) to the best of its knowledge and belief, the Deliverables will not, when provided to the Client, infringe the Intellectual Property Rights of any third party.

9.2 Client Warranties

The Client warrants that: (a) it has the legal capacity and authority to enter into and perform its obligations under these Terms and any Engagement documentation; (b) all information and materials provided to the Company are accurate, complete, and do not infringe the rights of any third party; (c) it will use the Deliverables only for lawful purposes and in accordance with applicable law.

9.3 No Other Warranties

Except as expressly set out in these Terms, all warranties, conditions, and representations — whether express, implied, statutory, or otherwise — are excluded to the fullest extent permitted by law. In particular, the Company does not warrant that the use of any Deliverables will achieve any particular business outcome or result.

10. Termination

10.1 Termination for Convenience

Either party may terminate an Engagement for convenience upon providing not less than 14 days' written notice to the other party, unless a different notice period is specified in the relevant Proposal or Engagement documentation. In the event of termination for convenience by the Client, the Client shall pay for all Services performed and expenses incurred up to the date of termination.

10.2 Termination for Material Breach

Either party may terminate an Engagement with immediate effect by written notice if: (a) the other party commits a material breach of these Terms or the relevant Engagement documentation and, where that breach is capable of remedy, fails to remedy it within 14 days of receiving written notice requiring it to do so; or (b) the other party becomes insolvent, enters administration, liquidation, or any analogous proceeding, or has a receiver appointed over any of its assets.

10.3 Consequences of Termination

Upon termination of an Engagement, the Client shall promptly return or destroy all Confidential Information of the Company, and the Company shall return or destroy all Confidential Information of the Client. Termination shall not affect any accrued rights or liabilities of either party. Clauses relating to intellectual property, confidentiality, data protection, liability, and governing law shall survive termination.

11. Force Majeure

Neither party shall be in breach of these Terms or an Engagement, nor liable for any failure or delay in performing its obligations, to the extent that such failure or delay results from causes genuinely beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, governmental action, civil unrest, strikes, or failure of communications infrastructure. The party affected shall notify the other party as soon as reasonably practicable and shall take reasonable steps to mitigate the effect of the force majeure event. If the force majeure event continues for a period exceeding 60 days, either party may terminate the Engagement by written notice without liability, save for payment of accrued obligations.

12. Assignment

The Client may not assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under these Terms or any Engagement documentation without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms to any successor entity arising from a merger, acquisition, or restructuring of the Company's business, provided that such assignment does not materially diminish the standard of services provided to the Client.

13. Entire Agreement

These Terms, together with any Proposal, Statement of Work, or other Engagement documentation agreed in writing between the parties, constitute the entire agreement between the Company and the Client in relation to the subject matter hereof and supersede all prior representations, discussions, agreements, warranties, and understandings, whether oral or written. Each party acknowledges that it has not entered into the agreement in reliance on any warranty or representation not expressly set out in these Terms or the relevant Engagement documentation.

14. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms, which shall continue in full force and effect to the maximum extent permitted by law. The parties shall endeavour in good faith to replace any severed provision with a valid and enforceable provision that achieves, as closely as possible, the original commercial intent of the severed provision.

15. Waiver

No failure or delay by either party in exercising any right or remedy available to it under these Terms shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any future exercise of that right or remedy or of any other right or remedy. A waiver of any provision of these Terms shall only be effective if it is made in writing and signed by a duly authorised representative of the waiving party.

16. Notices

All notices, requests, demands, or other communications required or permitted under these Terms must be in writing and delivered by email to the address specified in the relevant Engagement documentation, or to the Company's registered address. Notices sent by email shall be deemed received when the email is delivered to the recipient's email server, subject to receipt of a delivery confirmation or read receipt. Notices sent by post shall be deemed received three Working Days after dispatch.

17. Anti-Bribery and Ethical Standards

Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010, in connection with any Engagement. Neither party shall offer, give, receive, or solicit any financial or other advantage to or from any person for the purpose of improperly influencing any decision relating to the award or conduct of an Engagement or any other business relationship.

18. Independent Contractors

The relationship between the Company and the Client is that of independent contractors. Nothing in these Terms creates, or shall be construed as creating, any relationship of employment, agency, partnership, or joint venture between the parties. Neither party shall have the authority to bind or represent the other party in any capacity whatsoever.

19. Third Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999. No third party shall be entitled to enforce any provision of these Terms. This does not affect any right or remedy of a third party that exists or is available other than as a result of the said Act.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms and any Engagement entered into pursuant to them shall be governed by and construed in accordance with the law of England and Wales. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

20.2 Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or any Engagement (a "Dispute"), the parties shall first seek to resolve the Dispute by good faith negotiation between senior representatives of each party. If the Dispute is not resolved within 30 days of written notification of the Dispute by one party to the other (or such longer period as the parties may agree in writing), either party may refer the matter to the courts of England and Wales.

20.3 Jurisdiction

Subject to Clause 20.2, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any Dispute or other matter arising out of or in connection with these Terms.

21. Amendments

The Company reserves the right to amend these General Terms and Conditions from time to time. Any amendment to these Terms shall be notified to the Client by publication of the revised Terms on the Website at https://temesystems.work/terms-and-conditions.html. For Engagements already in progress at the time of amendment, the version of these Terms in effect at the time the Engagement was entered into shall continue to apply unless the parties expressly agree in writing to adopt the revised Terms.

22. Contact Information

Questions or notices relating to these General Terms and Conditions should be addressed to:

TEME SYSTEMS LTD
17 Teme Avenue, Telford, TF1 3HU, United Kingdom
Email: leader@temesystems.work
Telephone: +44 7701 034887
Website: https://temesystems.work

These General Terms and Conditions were last reviewed and updated on 1 January 2025 and are subject to the law of England and Wales.