The terms we work under.

These are the standard terms on which Remedium Digital supplies services. They apply to every engagement unless we have signed something that says otherwise.

• Registered name [full legal entity name]
• Company registration number [company number]
• Registered address [registered office address]
• VAT number [VAT number, or state “not VAT registered”]

These terms are written for business clients. They are not consumer terms, and a consumer engagement would need different drafting.

Every engagement starts with a written proposal or statement of work describing the scope, the deliverables, the fee, the assumptions we have made and what we need from you. Work begins when you accept it in writing.

If a signed proposal and these terms conflict, the signed proposal wins on scope, fees and dates; these terms govern everything else.

Fees are stated in the proposal. Unless it says otherwise, projects are invoiced in stages and retained services monthly in advance.

• Payment terms [number of days from invoice date]
• Deposit before work starts [percentage, or state none]
• VAT [state whether fees are exclusive of VAT]
• Expenses Pre-agreed and charged at cost

Third-party costs — hosting, licences, subscriptions, domains, stock assets — are yours and are normally held in your own accounts. Where we pay them on your behalf we recharge them at cost.

Late payment carries interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend work on overdue accounts after giving written notice.

Almost every delay in this kind of work comes from the same handful of places. So that they are not a surprise:

• A decision maker One named person who can approve work and resolve internal disagreement
• Access Timely access to systems, accounts, environments and the people who know how they work
• Content and data Copy, imagery, records and permissions supplied at the agreed points
• Feedback Consolidated and within the review window set out in the proposal
• Rights Confirmation that anything you give us is yours to give us

Where a delay on your side moves the schedule, we will tell you in writing what it does to the dates and, if it changes the cost, what that costs.

Scope changes are normal. Pretending otherwise is what makes them expensive. Either side can propose a change; we will set out its effect on the deliverables, the fee and the dates, and it takes effect once you accept it in writing.

We do not start chargeable work outside an agreed scope on a verbal instruction, and you are not liable for work you did not approve.

Much of what we build connects to software you already pay for — CRM, accounts, online shop, phone and email, booking systems and AI providers. Those services come from their own suppliers under their own terms, not ours.

What we can build depends on which plan you are on, what permissions you can grant, and what the supplier allows other software to do. We are not responsible if one of them changes, restricts or withdraws its service, but we will tell you as soon as we know and set out the options.

Naming a system in a proposal or on this website identifies it only. It does not imply a partnership, certification or endorsement.

What you own

Once a stage is paid for in full, everything we made specifically for you is yours: the designs, the code written for this job, the words and the settings. In legal terms, we assign the intellectual property in those deliverables to you.

What we keep

We keep ownership of our pre-existing materials — internal tooling, libraries, patterns and methods — and grant you a perpetual, non-exclusive licence to use them as part of the deliverables. Nothing in an engagement stops us from using our general skill and experience elsewhere.

Open source and licensed components

Deliverables may include open-source or third-party components under their own licences. We will identify any that materially affect how you can use the work.

Showing the work

We will not name you, publish your logo, describe your project or quote you without your written consent. Where consent has not been given, we describe the work in general terms or not at all.

Where a job includes an assistant, an agent or any other AI feature, the following applies on top of everything above.

• Outputs are probabilistic AI systems can be wrong, and we do not warrant that any output is accurate, complete or fit for a specific decision
• Human oversight is part of the design Every system we build has a defined boundary, an escalation route and a record of what it did
• Approved knowledge is yours You confirm that the material used to ground a system is accurate and that you have the right to use it
• Provider terms apply Model providers set their own terms on usage, data handling and training, and those terms govern that layer
• Regulated decisions Systems must not be used to make decisions with legal or similarly significant effects on individuals without appropriate human review

Each of us will keep the other’s confidential information confidential, use it only for the engagement, and share it only with people who need it and are under equivalent obligations. This does not apply to information that is already public, that either of us already held, or that we are required by law to disclose.

These obligations continue for [number of years] after the engagement ends.

Both parties will comply with the UK GDPR and the Data Protection Act 2018. Where we process personal data on your instructions, you are the controller and we are the processor, and we will enter a data processing agreement covering subject matter, duration, purpose, security measures and sub-processors before that processing begins.

How we handle personal data in our own right — enquiries, client contacts, portal accounts — is described in our privacy notice.

We warrant that we will perform the services with reasonable skill and care, and that the deliverables will materially conform to the agreed specification. If something does not, tell us within [warranty period, e.g. 30 days] of delivery and we will correct it at our cost.

Neither party excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.

Subject to that, neither party is liable for loss of profit, loss of business, loss of anticipated savings or indirect or consequential loss. Our total liability arising out of an engagement is limited to [the cap, e.g. fees paid in the preceding 12 months].

We are not responsible for content, data or instructions you supply, for systems we did not build, or for changes made to our work by anyone else after handover.

Insurance actually held should be stated here rather than assumed: [professional indemnity and public liability cover].

Either party may end an engagement by giving [notice period] written notice. Either party may end it immediately if the other commits a material breach that is not put right within [cure period, e.g. 14 days] of written notice, or becomes insolvent.

On termination you pay for work done and commitments properly incurred up to that point. We will hand over the work in progress, transfer accounts and access we hold on your behalf, and delete or return your material as you instruct, subject to anything we must keep by law.

Neither party is liable for failure caused by events outside its reasonable control, provided it tells the other promptly and works to limit the effect.

Neither party may assign the agreement without the other’s written consent, which will not be unreasonably withheld. Nobody other than the two parties has rights under the agreement. If any provision is held unenforceable, the rest continues to apply.

The proposal and these terms are the whole agreement between us on their subject matter, and replace anything discussed beforehand.

These terms and any dispute arising out of them are governed by the law of [England and Wales, Scotland or Northern Ireland — confirm], and the courts of that jurisdiction have exclusive jurisdiction.

Before starting proceedings, both parties will attempt in good faith to resolve the dispute in a conversation. Questions about these terms can go to hello@remedium.digital.