Terms and Conditions

Last Updated: 16 June 2025

These Terms and Conditions ("Agreement") govern the provision of professional services by SENDNEST LIMITED, a company registered in England and Wales with its registered office at 59 Garth Road Hilperton, TROWBRIDGE, BA14 7GP United Kingdom ("Supplier", "we", "us", or "our"), to the client identified in the applicable Statement of Work or service agreement ("Client", "you", or "your"). By engaging our services, you agree to be bound by these Terms and Conditions.

These Terms apply to all computer systems design and related services provided by SENDNEST LIMITED, including but not limited to custom computer programming services, software development services, IT consulting, systems integration services, cloud computing solutions, web application development, mobile application development, enterprise software solutions, database development and management, cybersecurity services, network infrastructure solutions, data analytics services, artificial intelligence solutions, machine learning development, DevOps and automation services, API development and integration, technology strategy consulting, and digital transformation services.

1. Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following definitions apply. "Agreement" means these Terms and Conditions together with any Statement of Work, proposal, or service order executed between the parties. "Confidential Information" means all information disclosed by either party that is marked as confidential or would reasonably be considered confidential given its nature. "Deliverables" means all work product, software, documentation, reports, and materials created by the Supplier specifically for the Client under a Statement of Work. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, and other intellectual property rights worldwide. "Statement of Work" or "SOW" means a document describing the specific services, deliverables, timelines, and fees for a particular engagement.

"Services" means the professional services described in the applicable Statement of Work. "Project" means the specific engagement defined in a Statement of Work. References to statutes include amendments and re-enactments. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.

2. Scope of Services

SENDNEST LIMITED provides professional scientific and technical services in the field of computer systems design. The specific scope, deliverables, timelines, and acceptance criteria for each engagement are defined in the applicable Statement of Work. No services are provided outside the scope defined in the executed SOW unless agreed in writing through a change order.

Our orbital alignment methodology governs service delivery across all engagements. This includes initial observation of the Client's technology environment, identification of priority signals, alignment of system components, verification of deliverables, and ongoing maintenance support where agreed. The Supplier shall perform the Services with reasonable skill and care consistent with industry standards for professional IT services in the United Kingdom.

The Supplier reserves the right to assign qualified personnel to perform the Services. Key personnel named in the SOW shall not be replaced without reasonable notice to the Client, except in cases of illness, resignation, or other circumstances beyond the Supplier's control.

3. Client Obligations

The Client shall provide timely access to personnel, systems, data, facilities, and information reasonably required for the Supplier to perform the Services. The Client shall designate a project sponsor and primary point of contact with authority to make decisions on behalf of the Client. The Client shall review and provide feedback on Deliverables within timeframes specified in the SOW.

The Client is responsible for ensuring that all information, data, and materials provided to the Supplier are accurate, complete, and do not infringe third-party rights. The Client shall obtain all necessary licences, permissions, and consents required for the Supplier to access Client systems and data. The Client shall maintain appropriate backups of all data and systems before any modification by the Supplier.

Delays caused by the Client's failure to fulfil obligations may result in adjusted timelines and additional fees. The Supplier shall notify the Client promptly of any Client-caused delays and their impact on the Project schedule.

4. Statements of Work and Change Management

Each engagement commences upon execution of a Statement of Work signed by authorised representatives of both parties. The SOW shall specify the services to be provided, deliverables, milestones, acceptance criteria, project timeline, fees, payment schedule, and any special conditions applicable to the engagement.

Changes to the scope, deliverables, or timeline of any Project must be documented in a written change order signed by both parties. The Supplier shall provide a change order proposal detailing the impact on fees, timeline, and deliverables within five business days of receiving a change request. No change shall be implemented until the change order is executed.

If the Client requests services outside the agreed scope without a formal change order, the Supplier may, at its discretion, perform such work on a time-and-materials basis at the rates specified in the SOW or standard rate card, or decline the request until a change order is executed.

5. Fees and Payment Terms

Fees for Services are as specified in the applicable Statement of Work. Unless otherwise stated, all fees are quoted in pounds sterling and are exclusive of value added tax, which shall be charged at the prevailing rate. The Supplier shall issue invoices in accordance with the payment schedule defined in the SOW or, for time-and-materials engagements, monthly in arrears.

Payment terms are thirty days from the date of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the rate of four percent per annum above the Bank of England base rate, calculated daily from the due date until payment is received. The Supplier reserves the right to suspend Services if invoices remain unpaid for more than thirty days after the due date, following written notice to the Client.

The Client shall reimburse the Supplier for reasonable pre-approved expenses incurred in connection with the Services, including travel, accommodation, and third-party software licences required for the Project. Expenses shall be invoiced at cost with supporting documentation. Disputed invoices must be raised in writing within fourteen days of receipt, specifying the nature of the dispute. Undisputed portions shall be paid by the due date.

6. Intellectual Property Rights

Intellectual Property Rights in pre-existing materials, tools, frameworks, methodologies, and know-how owned or developed by the Supplier prior to or independently of the Project ("Supplier Background IP") remain the property of the Supplier. The Supplier grants the Client a non-exclusive, perpetual, royalty-free licence to use Supplier Background IP solely to the extent embedded in or necessary for the use of the Deliverables.

Upon full payment of all fees due for a Project, the Supplier assigns to the Client all Intellectual Property Rights in bespoke Deliverables created specifically for the Client under the applicable SOW, excluding Supplier Background IP. The Supplier retains the right to use general knowledge, skills, experience, and non-confidential techniques acquired during the Project.

Where Deliverables incorporate open-source software, the applicable open-source licences govern use of those components. The Supplier shall identify material open-source components in project documentation. Third-party software licences required for Deliverables shall be obtained by the Client unless otherwise specified in the SOW.

7. Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and to use such information solely for the purposes of performing obligations under this Agreement. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except to employees, contractors, and advisers who need to know and are bound by equivalent confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party without restriction, is independently developed without reference to Confidential Information, or is required to be disclosed by law or regulatory authority. Upon termination or completion of the Agreement, each party shall return or destroy the other party's Confidential Information upon request, except as required for legal or regulatory compliance.

8. Data Protection

Both parties shall comply with applicable data protection legislation including the UK General Data Protection Regulation and the Data Protection Act 2018. Where the Supplier processes personal data on behalf of the Client, the parties shall execute a data processing agreement specifying the scope, purpose, and duration of processing, the types of personal data and categories of data subjects, and the obligations and rights of both parties.

The Supplier implements appropriate technical and organisational measures to protect personal data processed in connection with the Services. The Client is responsible for ensuring that it has appropriate legal basis for providing personal data to the Supplier and for any data protection notices provided to data subjects.

9. Warranties

The Supplier warrants that the Services shall be performed with reasonable skill and care by appropriately qualified personnel. The Supplier warrants that Deliverables shall materially conform to the specifications defined in the applicable SOW for a period of ninety days following acceptance.

If a Deliverable fails to conform to the warranty during the warranty period, the Supplier shall, at its option, re-perform the relevant Services or correct the non-conforming Deliverable at no additional charge. This warranty is conditional upon the Client notifying the Supplier in writing of the defect within the warranty period and providing reasonable opportunity to remedy.

Except as expressly stated in this Agreement, all Services and Deliverables are provided without further warranty, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Supplier does not warrant that Deliverables shall be error-free or that operation shall be uninterrupted.

10. Limitation of Liability

Nothing in this Agreement shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

Subject to the above, the Supplier's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable by the Client under the applicable Statement of Work during the twelve months preceding the claim.

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunity, or anticipated savings, even if advised of the possibility of such damages. The Client acknowledges that the fees reflect this allocation of risk.

11. Indemnification

The Client shall indemnify and hold harmless the Supplier against all claims, damages, losses, and expenses arising from the Client's breach of this Agreement, the Client's negligence or wilful misconduct, materials or data provided by the Client infringing third-party rights, or the Client's use of Deliverables outside the scope of this Agreement.

The Supplier shall indemnify the Client against third-party claims that Deliverables created solely by the Supplier infringe UK intellectual property rights, provided the Client notifies the Supplier promptly, allows the Supplier to control the defence, and does not admit liability. The Supplier's indemnity obligation does not apply where infringement arises from Client modifications, combination with non-Supplier materials, or use outside agreed specifications.

12. Term and Termination

This Agreement commences on the date of the first executed Statement of Work and continues until all SOWs are completed or terminated. Either party may terminate an individual SOW by giving thirty days' written notice. Either party may terminate immediately upon written notice if the other party commits a material breach not remedied within thirty days of notice, becomes insolvent, or enters administration or liquidation.

Upon termination, the Client shall pay all fees for Services performed and expenses incurred up to the effective date of termination. The Supplier shall deliver all completed Deliverables and work in progress for which payment has been made. Provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, and governing law survive termination.

13. Force Majeure

Neither party shall be liable for failure or delay in performing obligations due to circumstances beyond its reasonable control, including natural disasters, pandemics, war, terrorism, government actions, power failures, telecommunications outages, or cyberattacks affecting critical infrastructure. The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact. If force majeure continues for more than sixty days, either party may terminate the affected SOW without liability.

14. Non-Solicitation

During the term of this Agreement and for twelve months thereafter, neither party shall directly solicit for employment or engagement any employee or contractor of the other party who was involved in delivering or receiving Services under this Agreement, without prior written consent. This restriction does not apply to general recruitment advertising not specifically targeted at the other party's personnel.

15. Insurance

SENDNEST LIMITED maintains professional indemnity insurance and public liability insurance at levels appropriate for the services provided. Certificates of insurance are available upon request. The Client is responsible for maintaining its own insurance coverage for its systems, data, and business operations.

16. Subcontracting

The Supplier may subcontract portions of the Services to qualified third parties, provided that the Supplier remains responsible for the performance of subcontracted work and ensures subcontractors are bound by equivalent confidentiality and data protection obligations.

17. Dispute Resolution

The parties shall attempt to resolve any dispute arising from this Agreement through good faith negotiation between senior representatives. If negotiation fails within thirty days, either party may pursue mediation through a mutually agreed mediator before initiating legal proceedings. Nothing prevents either party from seeking injunctive relief for breaches of confidentiality or intellectual property rights.

Subject to the dispute resolution process, the courts of England and Wales shall have exclusive jurisdiction over any disputes arising from this Agreement.

18. Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

19. General Provisions

This Agreement, together with executed Statements of Work and data processing agreements, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing signed by both parties. Failure to enforce any provision does not constitute a waiver. If any provision is found invalid, the remaining provisions continue in effect. Neither party may assign this Agreement without written consent, except that the Supplier may assign to a successor in connection with a merger or sale of business.

20. Contact Information

For questions regarding these Terms and Conditions, contact SENDNEST LIMITED at leader@sendnest.live, +44 7250 224488, or 59 Garth Road Hilperton, TROWBRIDGE, BA14 7GP United Kingdom.

21. Software Development Standards

All custom software developed under this Agreement shall follow industry-standard coding practices including version control, code review, unit testing, and documentation. The Supplier shall use development environments and tools appropriate to the technology stack specified in the SOW.

These provisions supplement the general terms of this Agreement and apply to all engagements where software development standards are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

In the event of conflict between these provisions and a specific Statement of Work, the SOW shall prevail to the extent of the conflict. SENDNEST LIMITED reserves the right to update its internal standards and methodologies provided that such updates do not materially reduce the quality of Services delivered under existing SOWs.

22. Cloud Services Provisions

Where Services include cloud computing solutions, the Supplier shall design architectures following cloud provider best practices for security, scalability, and cost optimisation. Cloud infrastructure costs are the responsibility of the Client unless explicitly included in the SOW fees.

These provisions supplement the general terms of this Agreement and apply to all engagements where cloud services provisions are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

23. Cybersecurity Requirements

Cybersecurity services provided under this Agreement include assessment, recommendation, and implementation of security controls as defined in the SOW. The Supplier does not guarantee prevention of all security breaches but commits to following recognised frameworks such as NCSC guidance and ISO 27001 principles.

These provisions supplement the general terms of this Agreement and apply to all engagements where cybersecurity requirements are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

24. Acceptance Testing Procedures

Deliverables shall be subject to acceptance testing by the Client within the period specified in the SOW, typically fourteen business days from delivery. Acceptance is deemed granted if the Client does not provide written rejection with specific non-conformity details within the acceptance period.

These provisions supplement the general terms of this Agreement and apply to all engagements where acceptance testing procedures are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

25. Service Level Agreements

Where the SOW includes managed services or support agreements, service levels for response times, resolution times, and availability shall be defined in a separate service level schedule. Credits for SLA breaches, if any, are the sole remedy for service level failures.

These provisions supplement the general terms of this Agreement and apply to all engagements where service level agreements are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

26. Business Continuity

The Supplier maintains business continuity procedures to ensure continuity of service delivery in the event of disruption. The Client is responsible for its own business continuity planning including backup of data and systems under its control.

These provisions supplement the general terms of this Agreement and apply to all engagements where business continuity are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

27. Export Control Compliance

Both parties shall comply with applicable export control laws and regulations. The Client warrants that it shall not use Deliverables in violation of export control restrictions or sanctions applicable in the United Kingdom.

These provisions supplement the general terms of this Agreement and apply to all engagements where export control compliance are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

28. Anti-Bribery and Corruption

Both parties shall comply with the Bribery Act 2010 and shall not offer, promise, give, request, or accept any bribe or improper advantage in connection with this Agreement.

These provisions supplement the general terms of this Agreement and apply to all engagements where anti-bribery and corruption are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

29. Modern Slavery

SENDNEST LIMITED is committed to preventing modern slavery and human trafficking in its operations and supply chain, in accordance with the Modern Slavery Act 2015.

These provisions supplement the general terms of this Agreement and apply to all engagements where modern slavery are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

30. Environmental Responsibility

The Supplier endeavours to minimise environmental impact in its operations, including responsible disposal of electronic equipment and preference for energy-efficient cloud infrastructure where practicable.

These provisions supplement the general terms of this Agreement and apply to all engagements where environmental responsibility are relevant. Specific requirements may be further detailed in the applicable Statement of Work. The Client acknowledges that compliance with these provisions may require cooperation, timely decision-making, and provision of necessary resources.

31. Software Development Standards

32. Cloud Services Provisions

33. Cybersecurity Requirements

34. Acceptance Testing Procedures

35. Service Level Agreements

36. Business Continuity

37. Export Control Compliance

38. Anti-Bribery and Corruption

Both parties shall comply with the Bribery Act 2010 and shall not offer, promise, give, request, or accept any bribe or improper advantage in connection with this Agreement.

39. Modern Slavery

SENDNEST LIMITED is committed to preventing modern slavery and human trafficking in its operations and supply chain, in accordance with the Modern Slavery Act 2015.

40. Environmental Responsibility

41. Software Development Standards

42. Cloud Services Provisions

43. Cybersecurity Requirements

44. Acceptance Testing Procedures

45. Service Level Agreements

46. Business Continuity

47. Export Control Compliance

48. Anti-Bribery and Corruption

Both parties shall comply with the Bribery Act 2010 and shall not offer, promise, give, request, or accept any bribe or improper advantage in connection with this Agreement.

49. Modern Slavery

SENDNEST LIMITED is committed to preventing modern slavery and human trafficking in its operations and supply chain, in accordance with the Modern Slavery Act 2015.

50. Environmental Responsibility

51. Software Development Standards

52. Cloud Services Provisions

53. Cybersecurity Requirements

54. Acceptance Testing Procedures

55. Service Level Agreements

56. Business Continuity

57. Export Control Compliance

58. Anti-Bribery and Corruption

Both parties shall comply with the Bribery Act 2010 and shall not offer, promise, give, request, or accept any bribe or improper advantage in connection with this Agreement.

59. Modern Slavery

SENDNEST LIMITED is committed to preventing modern slavery and human trafficking in its operations and supply chain, in accordance with the Modern Slavery Act 2015.

60. Environmental Responsibility

61. Software Development Standards

62. Cloud Services Provisions

63. Cybersecurity Requirements

64. Acceptance Testing Procedures

65. Service Level Agreements

66. Business Continuity

67. Export Control Compliance

68. Anti-Bribery and Corruption

Both parties shall comply with the Bribery Act 2010 and shall not offer, promise, give, request, or accept any bribe or improper advantage in connection with this Agreement.

69. Modern Slavery

SENDNEST LIMITED is committed to preventing modern slavery and human trafficking in its operations and supply chain, in accordance with the Modern Slavery Act 2015.

70. Environmental Responsibility

71. Software Development Standards

72. Cloud Services Provisions

73. Cybersecurity Requirements

74. Acceptance Testing Procedures

75. Service Level Agreements

76. Business Continuity

77. Export Control Compliance

78. Anti-Bribery and Corruption

Both parties shall comply with the Bribery Act 2010 and shall not offer, promise, give, request, or accept any bribe or improper advantage in connection with this Agreement.

79. Modern Slavery

SENDNEST LIMITED is committed to preventing modern slavery and human trafficking in its operations and supply chain, in accordance with the Modern Slavery Act 2015.