Terms and Conditions

1. Definitions and Interpretation

1.1 In these Terms, the following words have the following meanings:

“Client” means the company or other organisation that engages the Consultant to provide Services, as identified in the applicable Statement of Work.

“Confidential Information” has the meaning given in clause 9.

“Consultant”, “we”, “us” or “our” means Steven Godson, a sole trader, trading in respect of the Services described in these Terms.

“Deliverables” means any reports, designs, architectures, models, documentation, code, presentations or other materials created by the Consultant specifically for the Client in the course of an Engagement.

“Engagement” means a specific piece of work agreed between the Consultant and the Client under a Statement of Work, to which these Terms apply.

“Fees” means the fees payable by the Client for the Services, as set out in the applicable Statement of Work.

“Services” means the IT service management, service architecture, enterprise architecture, transformation and related consultancy and advisory services provided by the Consultant, as more particularly described in the applicable Statement of Work.

“Statement of Work” or “SOW” means a document (however titled — including a proposal, quotation, order confirmation, or scope of work) agreed in writing between the Consultant and the Client that sets out the specific scope, Deliverables, timescales, Fees and other commercial terms of an Engagement.

“Terms” means these terms and conditions, as amended from time to time in accordance with clause 25.

1.2 A reference to writing includes email. A reference to a statute or statutory provision includes any amendment, extension, re-enactment or replacement of it, and any subordinate legislation made under it.

1.3 Headings are for convenience only and do not affect interpretation.

2. Basis of These Terms

2.1 These Terms apply to every Engagement between the Consultant and the Client. They apply to the exclusion of any other terms the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless expressly agreed in writing by the Consultant.

2.2 An Engagement is formed, and these Terms take effect, when the Client accepts a Statement of Work in writing — whether by countersigning it, confirming acceptance by email, or issuing a purchase order that references it. If the Client asks the Consultant to begin work before formal acceptance, these Terms apply to that work from the moment it starts, and the parties will document the agreed scope and Fees in a Statement of Work as soon as reasonably practicable afterwards.

2.3 Where a Statement of Work sets out specific commercial terms for an Engagement, those terms take precedence over these Terms to the extent of any conflict. These Terms otherwise apply to fill any gaps left by a Statement of Work.

2.4 Each Statement of Work forms a separate contract on these Terms. Termination or expiry of one Statement of Work does not affect any other.

2.5 Where these Terms are also published on the Consultant’s website, the version in force at the date a Statement of Work is agreed under this clause applies to that Statement of Work, regardless of any later update to the published version (subject to clause 25.2).

3. Provision of the Services

3.1 The Consultant will perform the Services with reasonable care and skill, consistent with good practice for IT service management and enterprise/service architecture consultancy, and in accordance with the applicable Statement of Work.

3.2 Timescales given by the Consultant are estimates only, unless a Statement of Work expressly states that a date is fixed and binding. The Consultant is not liable for delay to the extent it results from the Client’s own acts or omissions, including those in clause 4.

3.3 The Consultant may perform the Services from any location the Consultant considers appropriate, including remotely, unless a Statement of Work specifies attendance at particular premises.

3.4 The Consultant may hold other professional roles or engagements concurrently with an Engagement, including salaried employment and other consultancy clients. The Consultant confirms that entering into an Engagement does not breach any obligation owed to a third party, and will not use confidential information obtained through any other role or engagement in performing the Services, nor use a Client’s Confidential Information in any other role or engagement.

4. Client Obligations

4.1 The Client will:

(a) provide the Consultant with timely access to the information, systems, personnel and decision-makers reasonably required to perform the Services;

(b) ensure that any access granted to the Consultant to the Client’s premises, systems or data is properly authorised and complies with the Client’s own policies, and will notify the Consultant of any specific security, safeguarding or regulatory requirements that apply;

(c) make decisions and give approvals reasonably required for the Consultant to progress the Engagement without undue delay; and

(d) be responsible for the accuracy and completeness of any information, data or materials it supplies to the Consultant for use in the Services.

4.2 If the Client’s delay or default under this clause 4 causes the Consultant additional cost or delay, the Consultant may adjust the Fees and/or timescales accordingly, acting reasonably and after notifying the Client.

5. Statements of Work and Change Control

5.1 Any change to the scope, Deliverables, timescales or Fees of an Engagement must be agreed in writing (including by email) before it takes effect.

5.2 Either party may request a change. Where a requested change would affect Fees or timescales, the Consultant will provide a reasonable estimate of the impact before the change is implemented.

6. Fees, Expenses and Invoicing

6.1 The Client will pay the Fees set out in the applicable Statement of Work.

6.2 Unless the Statement of Work says otherwise, reasonable travel, subsistence and other expenses incurred in performing the Services are payable by the Client in addition to the Fees, provided they are agreed in advance where practical and evidenced by receipts on request.

6.3 The Consultant is not VAT-registered as at the effective date of these Terms. If this changes, VAT will be added to invoices at the applicable rate from the date of registration.

6.4 The Consultant will invoice the Client in accordance with the payment schedule set out in the applicable Statement of Work, or otherwise monthly in arrears.

7. Payment Terms and Late Payment

7.1 Unless a Statement of Work specifies a different period, invoices are payable within 14 days of the invoice date.

7.2 If the Client fails to pay an invoice by its due date, the Consultant may, without prejudice to its other rights and remedies:

(a) charge interest on the overdue amount, both before and after judgment, under the Late Payment of Commercial Debts (Interest) Act 1998, together with any fixed sum compensation available under that Act; and

(b) suspend further performance of the Services until payment is made in full.

7.3 The Client will pay all amounts due under these Terms in full without deduction, set-off or counterclaim, except as required by law.

7.4 The Consultant notes that the Commercial Payments Bill, introduced to Parliament in May 2026, proposes to make statutory late payment interest non-excludable and to cap payment terms for larger payers. These Terms are drafted to sit comfortably with that direction of travel; the position should be reviewed if and when the Bill is enacted and brought into force.

8. Intellectual Property

8.1 Background IP. All methodologies, frameworks, tools, templates, know-how and materials that the Consultant owned or developed before an Engagement, or develops independently of it (“Background IP”), remain the Consultant’s property. To the extent Background IP is incorporated into any Deliverable, the Consultant grants the Client a non-exclusive, perpetual, royalty-free licence to use it for the Client’s internal business purposes, for as long as the Client is entitled to use the relevant Deliverable.

8.2 Client Materials. Any materials, data or systems owned by the Client and provided or made accessible to the Consultant for use in an Engagement (“Client Materials”) remain the Client’s property. The Client grants the Consultant a non-exclusive licence to use Client Materials solely to perform the Services.

8.3 Deliverables. Subject to clause 8.1 and clause 8.2, ownership of the copyright and other intellectual property rights in a Deliverable transfers to the Client on payment in full of the Fees applicable to that Deliverable (or the phase or milestone under which it was produced, as set out in the relevant Statement of Work). Until that payment is made, the Consultant grants the Client a licence to use the Deliverable for its intended purpose only.

8.4 Moral rights. To the extent any Deliverable is a copyright work in which moral rights subsist under Part 1, Chapter IV of the Copyright, Designs and Patents Act 1988, the Consultant waives those rights in relation to the Client’s use of the Deliverables in accordance with these Terms, without affecting the Consultant’s right to be identified as the original author for portfolio purposes under clause 8.5.

8.5 Portfolio and reference rights. The Consultant may refer to the fact of having provided Services to the Client (including in a client list) and describe the nature of the work in general terms for the Consultant’s own marketing purposes, provided this does not disclose the Client’s Confidential Information. This right does not apply where the Client objects in writing within 30 days of the end of the relevant Engagement, or at any later time in relation to future use.

8.6 The Client warrants that any materials it provides to the Consultant for incorporation into the Deliverables do not infringe the intellectual property rights of any third party.

9. Confidentiality

9.1 “Confidential Information” means any information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether before or after the date of these Terms, in connection with an Engagement, that is marked confidential or would reasonably be regarded as confidential given its nature or the circumstances of disclosure — including business, financial, technical, security and operational information, and the terms of any Statement of Work.

9.2 The Recipient will:

(a) keep the Discloser’s Confidential Information confidential and not disclose it to any third party except as permitted below;

(b) use it only for the purposes of the Engagement; and

(c) apply no less protection to it than the Recipient applies to its own confidential information of a similar nature, and in any event a reasonable standard of care.

9.3 A Recipient may disclose Confidential Information to its own employees, contractors and professional advisers who need to know it for the purposes of the Engagement and who are bound by confidentiality obligations no less protective than these, and where required by law, regulation or a competent court or regulator (having given the Discloser notice where legally permitted).

9.4 This clause does not apply to information that: is or becomes public other than through the Recipient’s breach; was already known to the Recipient without an obligation of confidence; is independently developed without reference to the Confidential Information; or is received in good faith from a third party entitled to disclose it.

9.5 These confidentiality obligations survive termination of an Engagement and continue indefinitely for information that would reasonably be regarded as a trade secret, and otherwise for five years after the Engagement ends.

9.6 Where an Engagement involves government, defence or other specifically sensitive material, the parties may agree a separate, more detailed confidentiality or security schedule, which will take precedence over this clause 9 to the extent of any conflict.

10. Data Protection

10.1 “Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any successor, amending or replacement legislation (including the Data (Use and Access) Act 2025), in each case as amended, re-enacted or replaced from time to time.

10.2 Each party will comply with its obligations under Data Protection Legislation in connection with an Engagement.

10.3 Unless a Statement of Work says otherwise, each party acts as an independent controller in respect of any personal data it processes about the other party’s personnel in connection with the Engagement (for example, contact details of individuals involved in delivery).

10.4 If the nature of an Engagement requires the Consultant to process personal data on the Client’s behalf as a processor (for example, where the Consultant is given access to the Client’s systems containing personal data), the parties will agree a data processing schedule consistent with Article 28 UK GDPR before that processing begins, covering the subject matter, duration, nature and purpose of processing, the categories of data and data subjects, and each party’s obligations, including in relation to security, sub-processors, international transfers, assistance with data subject rights, and deletion or return of data on completion of the Services.

10.5 Each party will notify the other without undue delay if it becomes aware of a personal data breach affecting personal data processed in connection with the Engagement, and will provide reasonable cooperation in relation to it.

10.6 The Consultant may use reputable cloud-based tools and platforms to deliver the Services. Where this involves a transfer of personal data outside the UK, the Consultant will ensure appropriate safeguards are in place consistent with Chapter 5 of the UK GDPR.

11. Status of the Consultant

11.1 The Consultant provides the Services as an independent contractor. Nothing in these Terms creates a relationship of employment, agency, partnership or joint venture between the Consultant and the Client, and neither party has authority to bind the other.

11.2 In particular, and without limitation:

(a) the Consultant may, at its discretion, engage suitably qualified subcontractors or a substitute to perform all or part of the Services, subject to reasonable Client approval where the substitute would require access to sensitive Client systems or data;

(b) the Consultant retains control over the manner, method and timing of performing the Services, subject to reasonable coordination with the Client’s requirements as set out in the applicable Statement of Work;

(c) the Client is under no obligation to offer further Engagements to the Consultant, and the Consultant is under no obligation to accept any Engagement offered;

(d) the Consultant is free to provide services to other clients, including businesses that compete with the Client, subject to the confidentiality obligations in clause 9; and

(e) the Consultant provides their own equipment and working materials, save where use of the Client’s systems is necessary to perform the Services;

(f) the Consultant bears the financial risk of the Engagement, including by correcting any defective Services or Deliverables at their own cost and in their own time where the defect is the Consultant’s fault; and

(g) the Consultant is not integrated into the Client’s organisational structure, is not subject to the Client’s staff policies or disciplinary procedures, and has no entitlement to holiday pay, sick pay, pension contributions, or any other employee benefit from the Client.

11.3 The Consultant is responsible for their own tax, National Insurance contributions and other statutory liabilities as a self-employed person, and for filing their own tax returns. Nothing in these Terms requires the Client to operate PAYE or deduct National Insurance in respect of any sums paid to the Consultant.

11.4 The Consultant provides the Services directly as a sole trader, without an intermediary company. The formal off-payroll working rules in Chapter 10 of the Income Tax (Earnings and Pensions) Act 2003 apply only where services are provided through an intermediary and do not, on that basis, apply to this direct engagement; general employment status principles — control, mutuality of obligation, personal service and substitution, financial risk, and integration — apply instead, and HMRC will look at those same underlying factors regardless of structure. The Client remains responsible for satisfying itself, on the basis of the terms and actual working practices under each Engagement, that the relationship is genuinely one of self-employment for tax purposes, and the parties agree to conduct the Engagement consistently with the matters set out in clause 11.2.

12. Warranties

12.1 The Consultant warrants that the Services will be performed with reasonable care and skill (reflecting the implied term to that effect under section 13 of the Supply of Goods and Services Act 1982) and by personnel with appropriate skill and experience.

12.2 The Client warrants that: it has the authority to enter into an Engagement and to grant any access, consents or licences required for the Consultant to perform the Services; and any information, data or materials it provides to the Consultant are accurate and lawfully provided.

12.3 Except as set out in these Terms, all conditions, warranties and representations, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.

13. Insurance

13.1 The Consultant will maintain professional indemnity insurance and public liability insurance appropriate to the nature and scale of the Services, and will provide the Client with reasonable evidence of cover on request.

14. Limitation of Liability

14.1 Nothing in these Terms limits or excludes either party’s liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited or excluded.

14.2 Subject to clause 14.1, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings, or data, in each case whether direct or indirect, even if that loss was foreseeable.

14.3 Subject to clauses 14.1 and 14.2, each party’s total aggregate liability arising out of or in connection with an Engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the greater of: (a) £[25,000]; (b) the total Fees paid or payable under the relevant Statement of Work in the 12 months before the event giving rise to the claim; or (c) where the Consultant holds professional indemnity insurance responding to the claim, the limit of indemnity under that policy.

14.4 Each Statement of Work is subject to its own liability cap under clause 14.3, calculated by reference to the Fees under that Statement of Work alone.

14.5 Nothing in this clause 14 limits the Client’s obligation to pay Fees or expenses properly due under a Statement of Work; that obligation is a debt, not a liability capped by this clause.

14.6 The parties agree that the exclusions and limitations in this clause 14 are fair and reasonable, having regard to the matters set out in section 11 of, and Schedule 2 to, the Unfair Contract Terms Act 1977, including the relative bargaining position of the parties, the availability of professional indemnity insurance, and the Fees charged for the Services.

15. Indemnities

15.1 The Client will indemnify the Consultant against any liability, cost or expense the Consultant reasonably incurs arising from: the Client’s breach of these Terms; the Client’s use of a Deliverable outside the scope agreed for it; or any claim that information or materials supplied by the Client infringe a third party’s rights.

15.2 The Consultant will indemnify the Client against any liability, cost or expense the Client reasonably incurs arising from a third party claim that a Deliverable, as provided by the Consultant and not modified by the Client, infringes that third party’s intellectual property rights — except to the extent the claim arises from the Client’s own specification, materials, or use in combination with something not supplied by the Consultant.

15.3 Each indemnity under this clause 15 is subject to the limitation of liability in clause 14.

16. Anti-Bribery and Corruption

16.1 Each party will comply with the Bribery Act 2010 and will not offer, give, request or accept any bribe or other improper advantage in connection with an Engagement. Breach of this clause is a material breach entitling the other party to terminate the relevant Engagement immediately.

17. Non-Solicitation

17.1 During an Engagement and for 12 months afterwards, neither party will directly solicit or induce the other’s personnel who have been materially involved in that Engagement to leave their engagement with that party, other than as a result of a general recruitment advertisement not specifically targeted at that individual.

18. Term and Termination

18.1 These Terms apply from the first Engagement between the parties and continue in force for as long as any Engagement is live, or until terminated in accordance with this clause 18.

18.2 Either party may terminate a Statement of Work for convenience on 30 days’ written notice, unless the Statement of Work specifies a different notice period.

18.3 Either party may terminate a Statement of Work immediately on written notice if the other party: commits a material breach of these Terms that is not remedied within 14 days of being asked to do so in writing; or becomes insolvent, enters administration or liquidation, or suffers an equivalent event.

19. Consequences of Termination

19.1 On termination or expiry of a Statement of Work: the Client will pay for Services properly performed and Deliverables properly provided up to the date of termination, together with any agreed non-cancellable expenses already committed; each party will, on request, return or securely destroy the other’s Confidential Information, save for copies required by law or a party’s standard back-up processes; and clauses which by their nature are intended to survive (including clauses 8, 9, 10, 14, 15 and 20 to 28) will continue in force.

19.2 Termination of a Statement of Work does not affect any rights or liabilities that have already accrued.

20. Force Majeure

20.1 Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, industrial action not involving that party’s own workforce, or failure of public utilities or telecommunications networks, provided the affected party notifies the other promptly and uses reasonable endeavours to mitigate the impact.

21. Notices

21.1 Notices under these Terms must be in writing and sent by email to the address most recently notified by the recipient, or by hand or recorded/special delivery post to the recipient’s address set out in the applicable Statement of Work. A notice is deemed received: if sent by email, at the time of transmission provided no delivery failure notice is received; if delivered by hand, at the time of delivery; and if sent by recorded/special delivery post, on the second business day after posting.

22. Assignment and Subcontracting

22.1 The Client may not assign, transfer or subcontract its rights or obligations under these Terms without the Consultant’s prior written consent, not to be unreasonably withheld.

22.2 The Consultant may assign, novate or subcontract its rights and obligations under these Terms and any Statement of Work to a limited company wholly owned and controlled by the Consultant, on written notice to the Client but without requiring the Client’s consent. Otherwise, the Consultant may not assign its rights or obligations without the Client’s prior written consent, not to be unreasonably withheld, save that the Consultant may engage subcontractors in accordance with clause 11.2(a).

23. Third Party Rights

23.1 A person who is not a party to a Statement of Work has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

24. Entire Agreement

24.1 These Terms, together with the applicable Statement of Work, constitute the entire agreement between the parties in relation to an Engagement and supersede all prior discussions, representations or agreements relating to it, except in the case of fraud or fraudulent misrepresentation.

25. Variation

25.1 No variation of these Terms is effective unless agreed in writing (including by email) between the parties. This does not affect the parties’ ability to agree changes to a specific Engagement under clause 5.

25.2 Where the Consultant updates the general, standard version of these Terms (for example, to reflect a change in law), that update applies to new Statements of Work agreed after the update, and not to a Statement of Work already agreed, unless the parties agree otherwise.

26. Waiver

26.1 No failure or delay by either party in exercising any right under these Terms operates as a waiver of it, and no single or partial exercise of a right prevents any further exercise of it.

27. Severability

27.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force, and the parties will negotiate in good faith to replace the invalid or unenforceable provision with one that achieves, as closely as possible, its intended commercial effect.

28. Dispute Resolution and Governing Law

28.1 Before starting formal proceedings (other than to seek urgent injunctive relief, or to recover an undisputed debt), the parties will first try in good faith to resolve any dispute through discussion between the Consultant and a senior representative of the Client, for a period of at least 14 days from one party notifying the other of the dispute.

28.2 These Terms and any Statement of Work, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the law of England and Wales.

28.3 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or a Statement of Work.