Terms and Conditions

1. Definitions

Defined commercial terms

In these Terms and Conditions (Conditions), the following words have the following meanings unless the context requires otherwise. Agreement means the contract formed between CLINIFLO LTD (Supplier) and the client identified in a Statement of Work or order (Client) comprising these Conditions, the Statement of Work, any data processing schedule, and any documents expressly incorporated in writing. Background IP means Intellectual Property Rights owned by or licensed to a party independently of the Services or developed other than in the course of the Services.

Business Day means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business. Change means an alteration to the scope, Deliverables, timetable, Fees, assumptions, or other material term of a Statement of Work. Change Control Procedure means the procedure in the Change control section of these Conditions.

Confidential Information means all information, in any form, disclosed by or on behalf of a party that is marked confidential or that ought reasonably to be considered confidential, including technical designs, source code, security configurations, commercial terms, personal data, and business plans, but excluding information that is public other than by breach, independently developed without use of the discloser's information, or lawfully received from a third party without confidentiality duty.

Deliverables means the software, documentation, designs, configurations, reports, and other work product identified as deliverable in a Statement of Work. Fees means the charges payable for the Services as set out in the Statement of Work or rate card incorporated therein. Intellectual Property Rights means patents, rights to inventions, copyright, moral rights, trade marks, design rights, database rights, rights in computer software, know-how, trade secrets, and all similar rights, whether registered or unregistered, including applications and rights to apply.

Open Source Software means software licensed under a licence approved by the Open Source Initiative or that is otherwise made available under terms requiring source disclosure, copyleft, or similar obligations. Personal Data, Controller, Processor, processing, and Data Subject have the meanings in UK GDPR. Services means the custom software engineering, IT systems design and application development services described in the relevant Statement of Work.

Statement of Work or SOW means a written document signed or otherwise accepted in accordance with these Conditions that describes the Services, Deliverables, timetable, Fees, assumptions, Client materials, and acceptance criteria. UK GDPR means the United Kingdom General Data Protection Regulation as defined in the Data Protection Act 2018. Working Hours means 09:00 to 17:30 UK time on Business Days unless the SOW states otherwise. Website means https://cliniflo.technology.

Acceptance means the process and outcome described in the Acceptance testing section. Defect means a material failure of a Deliverable to conform to the agreed Specification when used in the agreed environment. Specification means the functional and non-functional requirements set out or referred to in the SOW, as amended by Change. Taxes means VAT and other similar taxes. VAT means value added tax chargeable under the Value Added Tax Act 1994 and related legislation.

Force Majeure Event has the meaning in the Force majeure section. Indemnified Claim means a third-party claim that is the subject of an indemnity in these Conditions. Subcontractor means a third party engaged by the Supplier to perform part of the Services. Rates means time and materials rates in the SOW or the Supplier's then-current professional rate card if the SOW is silent.

2. Interpretation

Reading and applying these Conditions

Headings are for convenience and do not affect interpretation. Words importing the singular include the plural and vice versa. A reference to a statute includes amendments, re-enactments, and subordinate legislation. A reference to writing includes email except where a provision requires a more formal method of notice.

The words including, include, and in particular are deemed to be followed by without limitation. A reference to a person includes an individual, company, partnership, and unincorporated body. If there is a conflict, the following order of precedence applies unless the SOW expressly states otherwise: (1) the SOW for matters of scope, Fees, timetable, and technical specification; (2) any data processing schedule for data protection processor terms; (3) these Conditions; (4) other annexes.

These Conditions prevail over any Client purchase order terms, click-wrap, or supplier portal terms, which are rejected unless the Supplier signs them as a documented variation. Pre-contract representations do not form part of the Agreement except as fraudulently made or as expressly incorporated.

Nothing in these Conditions creates a partnership, joint venture, or employment relationship. The Supplier acts as an independent contractor. Neither party may bind the other except as expressly authorised.

3. Application, formation, and term

These Conditions apply to all custom software engineering, IT systems design, and application development services supplied by CLINIFLO LTD to business clients unless a separately negotiated master services agreement is signed by authorised representatives and states that it replaces these Conditions. A quotation is an invitation to treat and is valid for the period stated on its face, or thirty days if silent, and may be withdrawn earlier by notice.

The Agreement is formed when the Client accepts a quotation in writing, signs an SOW, issues a purchase order that the Supplier accepts in writing, or instructs the Supplier to commence work after receiving these Conditions, whichever occurs first. Commencement of work following such instruction constitutes acceptance of these Conditions.

Each SOW is a separate contract incorporating these Conditions unless the parties agree a master agreement covering multiple SOWs. The term of each SOW begins on the start date stated therein or the date of formation if none is stated, and continues until completion of the Services or earlier termination in accordance with these Conditions.

The Supplier's registered correspondence address for these Conditions is 37 Barrow Road, Loughborough, LE12 8DH United Kingdom. The Supplier's public website is https://cliniflo.technology and the domain is cliniflo.technology. Website terms of service at terms-of-service.html govern use of the public website and do not reduce these Conditions for paid Services.

The Client warrants that it is contracting in the course of business and not as a consumer. If despite that warranty a person is a consumer under UK law, mandatory consumer rights remain unaffected to the extent they cannot be excluded.

4. Engagement and authority

The Client shall designate in the SOW one or more authorised representatives who may give instructions, approve Changes, and sign acceptance. The Supplier may rely on instructions from those representatives and from persons who appear to have ostensible authority in project channels.

The Client shall ensure that its representatives have authority and availability sufficient for timely decisions. Delay in Client decisions is a Client delay for the purposes of timetable relief and additional Fees where the Supplier incurs wasted resource or extended duration.

The Supplier shall designate a primary contact for the engagement. Replacement of key named personnel, if any are named in the SOW, shall be of substantially equivalent skill. The Supplier may use mixed teams including employees, contractors, and Subcontractors, remaining responsible for their performance as if they were the Supplier's own acts.

Kick-off shall occur within a reasonable time after formation. The parties shall confirm environments, repositories, access, and communication tools. Failure of the Client to provide agreed access within the period in the SOW entitles the Supplier to reschedule and to charge standby at Rates after a reasonable written warning.

The Client authorises the Supplier to install and use tools reasonably necessary for delivery, including source control, continuous integration, issue tracking, and monitoring, on Client or Supplier infrastructure as specified. Licence costs for Client-owned tools remain the Client's responsibility unless the SOW states that the Supplier shall provide them.

5. Statements of Work

Each SOW shall describe, as applicable, background and objectives; scope in and out; Deliverables; Specification or the process by which the Specification will be elaborated; assumptions and dependencies; Client materials and access; timetable or iteration model; Fees and payment milestones; acceptance criteria and test responsibilities; environments; security constraints; and named contacts.

If the Specification is to be elaborated after signature, the parties shall use workshops and written backlog refinement. Until a requirement is agreed in writing or recorded in the agreed backlog tool as ready, it is not a warranted requirement. Agile working does not eliminate the need for Change Control where a requested item would materially increase effort, cost, or risk relative to the SOW envelope.

Assumptions in the SOW are material. If an assumption proves incorrect, the Supplier may require a Change to Fees, timetable, or scope. The Supplier shall notify the Client promptly after becoming aware that an assumption is incorrect.

Out of scope items listed in the SOW are excluded. Related work that is reasonably incidental to in-scope Deliverables and of trivial effort may be performed without Change at the Supplier's discretion. Non-trivial related work requires Change Control.

The SOW may describe phases. The Supplier is not obliged to commence a later phase until any stated entry criteria are met, including payment of earlier invoices that are due and not reasonably disputed.

Translations, accessibility audits against a named standard, formal load testing, penetration testing, legal review of content, and app-store publication are included only if expressly listed. Default delivery is professional engineering against the Specification, not an unlimited quality campaign.

6. Client obligations

The Client shall cooperate in good faith, provide timely, accurate, and complete information, and make available personnel with knowledge of the Client's systems and processes. The Client shall provide licences, environments, data, APIs, brand assets, and third-party accounts reasonably required, and shall obtain consents from third parties whose systems must be integrated.

The Client remains responsible for the lawfulness of data supplied to the Supplier, including Personal Data in test sets. Production Personal Data shall not be copied into non-production environments unless the Client has authorised that copy in writing and appropriate safeguards are in place.

The Client shall not solicit Supplier personnel to circumvent these Conditions, and shall comply with the non-solicitation section. The Client shall ensure that its users of any staging system comply with acceptable use and security instructions issued by the Supplier.

Where the Client supplies content, the Client warrants that it has rights to use that content in the Deliverables and that the content is not unlawful. The Client shall indemnify the Supplier against third-party claims arising from Client content, Client data, or Client-mandated third-party components, except to the extent caused by the Supplier's breach.

The Client shall perform user acceptance testing in accordance with the Acceptance section and shall not unreasonably delay. Silence after delivery of a candidate for acceptance is addressed in that section.

The Client is responsible for its own internal approvals, works councils, change-advisory boards, and procurement gates. Time consumed by those gates is Client delay if it exceeds the review periods in the SOW.

7. Supplier obligations and standard of care

The Supplier shall perform the Services with reasonable skill and care, consistent with generally accepted professional standards for custom software engineering, IT systems design, and application development in the United Kingdom, and in accordance with the SOW in all material respects. The Supplier shall use personnel who are suitably skilled and experienced for the tasks assigned.

The Supplier shall follow the security measures described in these Conditions and any additional security schedule in the SOW. The Supplier shall keep the Client reasonably informed of material progress, risks, and issues through the agreed project channel.

Time is not of the essence for delivery dates unless the SOW expressly states that a date is of the essence and describes the consequence of miss. Dates are estimates based on assumptions. The Supplier shall notify the Client if a date is likely to be missed and shall propose a recovery plan or Change.

The Supplier is not obliged to follow instructions that would, in the Supplier's reasonable opinion, infringe law, create unacceptable security risk, or require work outside the SOW without Change. The Supplier shall explain the concern and the parties shall discuss alternatives.

The Supplier does not undertake to achieve any particular commercial result, revenue, ranking, conversion rate, or regulatory approval, unless an SOW contains a specific, measurable performance commitment described as a warranty or service level.

Documentation supplied will be in English and at a level commensurate with the Fees. Exhaustive operator manuals, training courses, and knowledge-transfer programmes are included only if specified.

8. Personnel, subcontracting, and non-exclusivity

The Supplier may subcontract any part of the Services provided that the Supplier remains responsible to the Client for the Subcontractor's work and imposes confidentiality and data protection obligations no less protective than these Conditions in relevant respects. The Client may object to a named Subcontractor on reasonable security grounds, in which case the Supplier shall propose an alternative within a reasonable time, with timetable relief if the objection is not based on a pre-agreed restricted list.

The Supplier's personnel remain under the Supplier's management. The Client shall not direct Supplier personnel as if they were Client employees in a manner that could be characterised as employment or agency. Site rules for health and safety apply when personnel attend Client premises, and the Client shall provide a safe working environment and induction.

The Supplier may provide similar services to other clients, including clients in the same industry, provided the Supplier does not misuse the Client's Confidential Information or assigned Foreground IP. Non-exclusivity is the default. An exclusivity or non-compete covering a market requires a separately priced written clause.

If the Client requires named individuals on a full-time equivalent basis, the SOW shall state the commitment. Illness, resignation, and leave may cause substitution. The Supplier shall minimise disruption.

Background vetting beyond the Supplier's standard practice, such as BPSS or SC clearance, is included only if specified, and Fees and lead times shall reflect the additional process. The Client shall not require Supplier personnel to enter contracts with the Client that conflict with these Conditions without the Supplier's prior written consent.

9. Premises, equipment, and remote delivery

Services are ordinarily delivered remotely from the United Kingdom, including from Loughborough operations at the Supplier's address, unless the SOW requires attendance. Attendance days, travel, and subsistence are chargeable as Expenses or as specified.

The Client shall provide desk space, network access, and security passes reasonably required for on-site work. The Supplier's personnel shall comply with reasonable written site policies provided in advance.

The Client shall not film, record, or monitor Supplier personnel beyond ordinary building CCTV without prior written agreement. Covert monitoring is not permitted.

Equipment supplied by the Supplier remains the Supplier's property unless purchased under the SOW. The Client shall take reasonable care of loaned equipment and return it on request. Risk in loaned equipment passes to the Client while in the Client's possession.

Remote access to Client systems shall use agreed secure methods. The Client shall provision and revoke accounts promptly. Shared generic administrator accounts are discouraged. The Supplier is not liable for loss arising from the Client's failure to revoke access after a person leaves the Client's organisation.

10. Deliverables

The Supplier shall deliver Deliverables in the form stated in the SOW, typically via a repository, packaged release, or documented configuration. Partial deliveries may be made for iterative work. Ownership of media does not itself transfer Intellectual Property Rights, which are addressed in the IP sections.

Deliverables are designed for the environment specified. The Supplier is not responsible for Defects caused by use on unsupported platforms, unauthorised modification, third-party outages, or Client infrastructure that does not meet stated prerequisites.

Drafts, prototypes, spikes, and proof-of-concept code are provided to inform decisions. Unless the SOW states that a prototype is a production Deliverable, prototypes are not warranted for production use and may be incomplete, untested, or insecure.

The Supplier may include reasonable technical debt in early iterations if the plan includes later remediation within the same SOW envelope. If the Client elects to go live before agreed hardening is complete, the Client accepts residual risk and the Supplier's warranties are limited accordingly, as recorded in writing.

Source code for custom software developed under the SOW will be delivered to the Client's repository if that is the agreed method, or provided at Acceptance or termination as specified. The Supplier may retain copies as permitted under Confidentiality, IP, and record-keeping provisions.

Binary artefacts, container images, and infrastructure-as-code are Deliverables only if listed. Build pipelines created by the Supplier are Deliverables if so specified; otherwise they may be Supplier tools licensed for the project term.

11. Client materials, dependencies, and third-party services

The Client grants the Supplier a limited licence to use Client materials solely to perform the Services. The Client retains all rights in Client materials. The Supplier shall not use Client materials for other clients.

The Client is responsible for third-party services it requires the Deliverables to use, including cloud accounts, payment gateways, identity providers, maps, messaging, and app stores. Fees payable to those providers are the Client's cost unless the SOW states otherwise. Outages or API changes of those providers are not Supplier breaches, though the Supplier shall use reasonable efforts to advise on workarounds as a Change if effort is material.

If a dependency is late, defective, or withdrawn, the Supplier is entitled to timetable relief and a Change for additional work. The Supplier shall not be required to reverse engineer a third-party system without a lawful licence.

The Client shall disclose known constraints, including change freezes, data residency rules, encryption standards, and banned libraries, before work starts or as soon as they arise. Late disclosure is a Change.

Sample data should be synthetic where possible. If live data is required, the Client shall minimise fields and apply masking. The Supplier may refuse to process data that appears to include special category data unless the SOW and a lawful basis are in place.

12. Change control

Either party may propose a Change by written description of the proposed alteration, reasons, and urgency. The Supplier shall, within a reasonable time, provide an impact assessment covering effort, Fees, timetable, risks, and effects on Acceptance, unless the parties agree the Change is trivial.

No Change is binding until accepted in writing by both parties, except that the Supplier may perform emergency security or legal-compliance work that cannot wait and shall notify the Client as soon as practicable, with Fees at Rates unless covered by an existing inclusive support arrangement.

If the Client instructs the Supplier to proceed with a Change before Fees are agreed, the work shall be charged at Rates and the SOW timetable shall be adjusted as reasonably required. Oral instructions in meetings should be confirmed in the project channel; if the Supplier relies on an oral instruction in good faith, the Client shall not deny the instruction merely for lack of a signed form if contemporaneous records exist.

The Supplier may decline a Change that would create unlawful processing, unacceptable security risk, or a conflict with another client's rights. The Supplier may decline a Change that is commercially unviable at the proposed price.

Reprioritisation within a fixed backlog envelope that does not increase total effort is not a Change requiring additional Fees, but may alter which items are delivered by a date. Adding items without removing equivalent effort is a Change.

Repeated micro-changes that together increase effort shall be batched into a Change. The Supplier may notify the Client when cumulative drift has become material.

If the parties cannot agree a Change, the original SOW continues. The Client may terminate for convenience in accordance with the Termination section if it does not wish to proceed without the Change, paying for work done and committed costs.

13. Acceptance testing

Unless the SOW states otherwise, Acceptance testing is the Client's responsibility using criteria in the SOW or, if none, using a reasonable demonstration that the Deliverable materially conforms to the Specification in the agreed environment. The Supplier shall provide reasonable assistance and a release candidate.

The Client shall complete testing within the period stated in the SOW, or ten Business Days from notice that a candidate is ready if the SOW is silent. Within that period the Client shall either accept in writing or provide a written list of Defects with sufficient detail to reproduce.

If the Client does not respond within the testing period, the candidate is deemed accepted. Use of the Deliverable in production, or use for live business operations, constitutes acceptance of that Deliverable, except for Defects that could not reasonably have been discovered during the testing period and that are notified promptly thereafter within any warranty period.

Cosmetic issues, requests for new functionality, and differences of taste are not Defects. The Supplier shall remediate confirmed Defects that are its responsibility within a reasonable time, after which the relevant tests may be repeated. Two further test cycles for the same candidate are included unless the SOW states another number; additional cycles caused by Client environment issues are chargeable.

If a Defect is caused by Client materials, Client environment, or third-party services, remediation is a Change. If the parties dispute classification, they shall escalate under the Dispute resolution section, and the Supplier may invoice for work done in investigating a non-Defect at Rates.

Milestone payments linked to Acceptance become due on actual or deemed acceptance. Withholding the entirety of a large invoice for a minor Defect is not permitted; the Client may withhold a reasonable proportion relating to the outstanding Defect only.

Partial acceptance of separable Deliverables is permitted. Rejected parts do not delay payment for accepted parts.

14. Time and materials engagements

Where Services are provided on a time and materials basis, the Supplier shall record time in reasonable increments, typically not less than fifteen minutes, and shall invoice according to the SOW cadence. Estimates of effort are not caps unless expressly described as a not-to-exceed amount.

If a not-to-exceed cap is agreed, the Supplier shall notify the Client before the cap is reached and shall pause further work pending a Change or written authorisation to continue. Work performed within an authorised cap is payable even if the Client later changes priorities.

Waiting time caused by Client delay after the Supplier has allocated personnel may be charged at Rates if the Supplier cannot reasonably redeploy those personnel, following notice. The Supplier shall mitigate by redeploying where reasonably practicable.

On-call or out-of-hours work, if requested, is charged at the uplift in the SOW or at one and a half times Rates if silent, with a minimum charge of two hours per interruption unless otherwise agreed.

The Client may request a summary of time by workstream. Detailed forensic timesheets beyond a reasonable summary may be provided as a chargeable administrative task if the volume is unusual.

15. Fixed-price engagements

Where Fees are fixed, the price assumes the scope, Specification, assumptions, and Client obligations in the SOW. Material deviation entitles the Supplier to a Change. Fixed price does not include unlimited iterations of design taste.

Payment milestones shall be as set out in the SOW. If silent, one third is due on signature, one third on delivery of a release candidate, and one third on Acceptance, plus VAT.

The Supplier may suspend work on a fixed-price SOW if a milestone that is due and not reasonably disputed remains unpaid for fourteen days after notice.

If the Client reduces scope, Fees are not automatically reduced unless the parties agree a Change reflecting unused effort minus reasonable wind-down and non-cancellable costs. If the Client increases scope, Fees increase as assessed under Change Control.

Fixed-price warranties remain as in the Warranties section. Fixed price is not a guarantee of fitness for an unstated purpose.

16. Project management, communication, and reporting

The parties shall use the communication tools specified in the SOW, which may include email, issue trackers, and video meetings. Decisions with commercial effect should be confirmed in writing. Informal chat messages are convenient but are not a substitute for Change Control or formal notices.

Status reporting shall be at the frequency in the SOW, or fortnightly if silent, covering progress, risks, issues, and upcoming decisions. Reports are management information and not additional Deliverables with separate Acceptance unless specified.

Steering meetings, if required, shall have an agenda and brief notes of actions. The Supplier's attendance at extensive governance forums beyond that in the SOW is chargeable at Rates.

The Client shall consolidate internal feedback before sending it to the Supplier, to avoid contradictory instructions from multiple stakeholders. If contradictory instructions are received, the Supplier may pause the affected workstream and seek clarification from the Client's authorised representative.

The Supplier may raise a risk relating to quality, security, or feasibility. The Client remains responsible for business decisions to accept risk. A recorded risk acceptance limits later claims that the Supplier failed to warn of that same risk.

Holiday calendars shall be exchanged for named key personnel. The United Kingdom public holiday calendar applies to the Supplier's Working Hours unless the SOW requires coverage of other regions, which shall be priced.

Documentation in tickets constitutes part of the project record. The Client should not delete Supplier comments that evidence instructions. Export of the ticket corpus at the end of the project can be requested as a Deliverable if specified, or as a Change.

17. Intellectual property assignment of foreground rights

Foreground IP means Intellectual Property Rights in Deliverables created by the Supplier specifically for the Client in the course of the Services, excluding Background IP, tools, frameworks, snippets of general utility, and Open Source Software. Subject to payment in full of Fees that are due and not reasonably disputed, and subject to third-party rights, the Supplier assigns to the Client the Foreground IP in the Deliverables.

Assignment takes effect on the later of creation and receipt of the relevant payment. Until assignment takes effect, the Supplier grants the Client a limited internal licence to use the Deliverables for evaluation and Acceptance only. If the Agreement terminates for Client's non-payment, the licence and any incomplete assignment do not complete, and the Client shall cease use except as needed to retrieve Client materials.

The Supplier shall execute further documents reasonably requested to perfect assignment, at the Client's cost if notarisation or overseas filings are required. Moral rights are waived by the Supplier to the extent permitted by law in respect of Foreground IP, and the Supplier shall use reasonable efforts to obtain waivers from individuals who are not employees, without guaranteeing that all jurisdictions permit waiver.

The Client grants the Supplier a non-exclusive, perpetual, irrevocable, royalty-free licence to use residual knowledge, techniques, and generic know-how retained in unaided memory, provided that Confidential Information and Client-identifying materials are not disclosed. This residual knowledge clause does not permit reuse of substantial unique source files assigned as Foreground IP.

If payment is later refunded pursuant to a valid warranty remedy that requires unwinding, assignment of the affected Foreground IP may be reversed by written notice, and the Client shall return or destroy copies of the affected Deliverables except for copies required by law.

Registerable rights such as patents are not prosecuted by the Supplier unless the SOW includes that service. If the Client wishes to file a patent based on a Deliverable, the Client shall do so at its cost and the Supplier shall provide reasonable inventor cooperation as a Change if time is material.

18. Background intellectual property and licences

Each party retains its Background IP. The Supplier grants the Client a non-exclusive, worldwide, perpetual licence to use Supplier Background IP that is embedded in the Deliverables, solely as part of those Deliverables and for the Client's internal business purposes, unless the SOW grants broader rights. The licence is transferable only to a successor of the Client's relevant business, and is sublicensable to the Client's hosting providers and group companies for that purpose.

The Client shall not extract Supplier Background IP for use in unrelated products, shall not reverse engineer it except as permitted by mandatory law, and shall not remove proprietary notices. If the Client requires a broader licence, including a right to commercialise a toolkit separately from the Deliverables, that licence shall be separately priced.

Supplier tools used to create Deliverables but not delivered remain Supplier property. The Client has no licence to those tools. Examples include internal code generators, checklists, and unreleased frameworks.

Pre-existing libraries authored by the Supplier may be included in Deliverables under the Background IP licence. The Supplier shall identify material Background IP libraries on request at the end of the project if they are not obvious from repository notices.

The Client's Background IP may be modified in the course of the Services. Modifications to Client Background IP are owned by the Client, except that Supplier Background IP remains Supplier-owned even if combined. Combination does not merge ownership.

Feedback the Client provides about Supplier tools may be used by the Supplier freely. Feedback about Client products remains Client Confidential Information.

19. Third-party materials and Open Source Software

Deliverables may include Open Source Software and commercially licensed third-party components. Open Source Software is provided under its own licences, which prevail over these Conditions for those components. The Client is responsible for complying with those licences in its distribution and use, including copyleft conditions if the Client distributes combined works.

The Supplier shall not knowingly introduce copyleft Open Source Software into proprietary Deliverables in a manner that would require the Client to disclose unrelated proprietary source, unless the Client has approved that component in writing or the SOW permits it. Ordinary use of permissive licences such as MIT, BSD, and Apache 2.0 is approved by default.

The Supplier shall maintain a reasonable record of third-party components of which it is aware, such as a dependency lockfile. The Supplier does not warrant that automated scanners are complete. Vulnerability disclosures in dependencies after delivery are addressed under Security and, if support is purchased, under support terms; they are not an indemnity for all future CVE reports.

Commercial third-party licences that must be purchased by the Client remain the Client's cost. The Supplier shall not be required to pirate, crack, or circumvent licence keys. If a vendor licence is refused or withdrawn, the parties shall use Change Control to select an alternative.

Font, icon, image, and media licences are the Client's responsibility unless the Supplier is commissioned to procure them. Stock assets used in mock-ups may be placeholder and must be replaced before production if the mock-up licence is limited.

App store, marketplace, and platform terms bind the Client as the publisher unless the SOW states that the Supplier publishes on the Client's behalf, in which case the Client shall still own the developer account if possible and shall remain responsible for content ratings and legal listings.

The Supplier may use standard snippets of de minimis length that are not original to the project. Such snippets are not Foreground IP of unique character and may appear in other works.

20. Confidentiality

Each party shall keep the other party's Confidential Information confidential and shall use it only to perform the Agreement or as otherwise permitted. Disclosure is allowed to personnel, Subcontractors, professional advisers, and insurers who need to know and who are bound by confidentiality obligations, and as required by law, court, or regulator, in which case the disclosing party shall, if legally permitted, give the other party prompt notice to allow a protective order to be sought.

Confidentiality obligations continue for five years after termination, except that trade secrets shall be kept confidential for so long as they remain trade secrets, and Personal Data remains subject to data protection law independently of this period.

The receiving party shall apply security measures no less protective than those it uses for its own similar information, and in any event reasonable care. Source code of unpublished Deliverables is Confidential Information of the owning party.

The Supplier may identify the Client as a client and describe the nature of the work in generic terms unless the SOW requires a stricter publicity embargo. Detailed case studies, logos, and screenshots require the Client's prior written consent, not to be unreasonably withheld for factual non-sensitive descriptions after go-live.

Return or destruction of Confidential Information shall occur on written request after termination, except for copies retained in backups until rotation, copies required by law or professional standards, and residual knowledge. Retained copies remain subject to confidentiality.

Injunctive relief may be sought for actual or threatened breach of confidentiality, without prejudice to other remedies, because damages may be inadequate.

Information that the Client posts on the public Website or instructs the Supplier to publish is not Client Confidential Information once published. The Supplier is not obliged to monitor the internet for leaks originating from the Client's own staff.

Security credentials shared for delivery are Confidential Information. They shall be stored in an agreed secrets manager where practicable and rotated at the end of the engagement or upon personnel change.

21. Data protection

Each party shall comply with UK GDPR, the Data Protection Act 2018, and PECR insofar as applicable to its role. For Personal Data processed by the Supplier as Controller, such as Client contact details for contracting and billing, the Privacy Policy at privacy-policy.html describes processing. For Personal Data processed by the Supplier as Processor on the Client's instructions, the following processor terms apply in addition to any data processing schedule in the SOW.

The Client is Controller of Client-controlled Personal Data in systems that are the subject of the Services unless the parties expressly agree otherwise. The Client warrants that it has a lawful basis and has provided required notices to Data Subjects. The Supplier shall process Processor Personal Data only on documented instructions, including these Conditions and the SOW, unless UK law requires otherwise, in which case the Supplier shall inform the Client unless the law prohibits that information.

Taking into account the nature of processing, the Supplier shall assist the Client by appropriate technical and organisational measures, insofar as possible, for the fulfilment of the Client's duty to respond to Data Subject requests. Material assistance beyond ordinary retrieval from systems the Supplier operates may be charged at Rates. The Supplier shall assist with security, breach, DPIA, and ICO consultation duties, taking into account the information available to the Supplier.

The Supplier shall, at the choice of the Client, delete or return Processor Personal Data after the end of processing services, and delete existing copies unless UK law requires storage. The Supplier shall make available information necessary to demonstrate compliance with Article 28 and shall allow for and contribute to audits as described in the Audit section.

International transfers of Processor Personal Data by the Supplier shall use a UK-lawful transfer mechanism. The Client is responsible for transfers it instructs, including sending data to regions it selects.

Personal data breaches affecting Processor Personal Data shall be notified to the Client without undue delay after the Supplier becomes aware, with information reasonably available to assist the Client's Article 33 assessment. The Supplier shall not notify the ICO or Data Subjects on the Client's behalf unless instructed or legally required.

The subject matter, duration, nature, purpose, types of Personal Data, and categories of Data Subjects shall be as described in the SOW or a processing particulars annex. If the SOW is silent, they are those reasonably inferred from the described system.

The Supplier's liability for Processor activities is subject to the Liability section, except that nothing excludes liability that cannot be limited as between Controller and Processor under mandatory law. Administrative fines imposed on the Client are indirect losses unless caused by the Supplier's wilful misconduct or a liability that cannot be limited.

22. Security

The Supplier shall implement technical and organisational security measures appropriate to the risk of the Services, including access control, authentication, encryption in transit for internet-facing channels the Supplier controls, least-privilege administration, secure development practices proportionate to the SOW, and vulnerability management during the delivery period.

The Client shall implement equivalent measures on systems it controls, including production hosting if the Client operates it, endpoint security for users, and prompt patching of Client-managed infrastructure. Split control of a system does not make the Supplier responsible for the Client's portion.

Penetration testing, formal ISO certification, dedicated SOC monitoring, and bug-bounty programmes are included only if specified. The Supplier may refuse tests that would disrupt shared infrastructure or other clients, and may require tests to be scoped, indemnified, and performed by agreed parties.

The Client shall not conduct unauthorised scanning of Supplier systems. Findings from authorised tests shall be treated as Confidential Information and disclosed in a coordinated manner.

Credentials, private keys, and tokens shall not be committed to public repositories. If a secret is exposed, the party that discovers it shall notify the other promptly and the Client shall rotate Client-owned secrets. The Supplier shall rotate Supplier-owned secrets it controls.

Security is not a warranty that the Deliverables will be invulnerable. Software may contain defects. The Supplier's duty is to follow the agreed standard of care, not to achieve absolute security.

If a security incident occurs in a system the Supplier operates for the Client, the Supplier shall take reasonable containment steps and communicate through the named security contact. If the incident originates in Client-operated infrastructure, the Client leads response and the Supplier assists as a Change unless included in a support SOW.

Hardening baselines, such as CIS benchmarks, apply only if named in the Specification. Default frameworks and libraries are used with reasonable configuration, not necessarily with every optional hardening flag enabled.

23. Service levels (high level)

Unless a support SOW or service level schedule is agreed, the Supplier does not provide a production uptime commitment. Project delivery is a professional services engagement, not a managed service with service credits.

Where service levels are agreed, they shall specify the metric, measurement method, exclusions (including Force Majeure, Client delay, third-party provider outages, planned maintenance, and misuse), reporting, and exclusive remedy. Service credits, if any, are the Client's sole monetary remedy for service-level failure, not an admission of broader damages, and are capped as stated in that schedule, typically a percentage of monthly support Fees.

Response times for support, if agreed, measure the time to acknowledge and begin investigation during Working Hours, not the time to permanent fix. Severity definitions shall be used in good faith. Severity inflation to obtain faster response may be reclassified by the Supplier with explanation.

Maintenance windows shall be notified in advance where reasonably practicable for systems the Supplier operates. Emergency maintenance may occur without notice to address active incidents.

Service levels do not apply to pre-production environments, prototypes, or software outside the supported version policy. They do not apply during the first fourteen days after a major release unless the schedule says otherwise, during which the parties shall operate a hypercare arrangement if purchased.

Credits are not payable if the Client is in material unpaid arrears, if the Client prevents diagnosis, or if the failure is a known accepted risk. Credits are applied to future invoices and are not refunded in cash except at termination of the support term with unused credit.

24. Support, maintenance, and hypercare

Post-Acceptance support is not included in a development SOW unless purchased. Without a support agreement, further work is time and materials at Rates then in force, subject to personnel availability. The Supplier does not guarantee standby resource.

A support SOW may include defect correction for software the Supplier built, reasonable technical queries, and dependency updates within an agreed effort band. It does not include new features, redesign, or third-party vendor management beyond liaison of trivial effort.

Hypercare immediately after go-live, if purchased, provides elevated availability of named personnel for a defined period. Unused hypercare hours do not roll over unless the SOW says so.

The Client shall provide a single funnel for support requests, with reproduction steps, logs, and environment details. The Supplier may close tickets that lack information after a reasonable request.

Version support: the Supplier may require the Client to remain within two supported minor versions of a Deliverable or of a named framework. Work on obsolete versions is chargeable without SLA.

End of support may be notified on not less than ninety days' notice for a renewable support term, or as stated in the SOW. After end of support, the software may continue to run but without Supplier duty to patch.

25. Fees, invoicing, and payment

The Client shall pay Fees and Expenses plus VAT where applicable. Invoices are payable within fourteen days of the invoice date unless the SOW states another period. Time is of the essence for payment.

The Supplier may invoice in pounds sterling. If the Client wishes to pay in another currency, the parties shall agree the conversion method. Bank charges on the Client's side are the Client's cost. The Supplier's quoted Fees assume receipt of the full amount.

Disputed invoices must be notified in writing within ten Business Days of receipt, specifying the reasonable grounds. The undisputed portion remains payable on the due date. Upon resolution, any additional amount is payable within five Business Days.

Late amounts may bear interest at four per cent per annum above the Bank of England base rate from time to time, both before and after judgment, or the rate available under the Late Payment of Commercial Debts (Interest) Act 1998 if higher and applicable. The Supplier may also recover reasonable debt-recovery costs.

The Supplier may suspend Services for late payment after notice as described in the Suspension section. The Supplier may require payment in advance, a deposit, or shorter payment terms if the Client's creditworthiness deteriorates or if invoices have been repeatedly late.

Rate cards may be indexed annually on not less than thirty days' notice for work not yet committed under a fixed-price SOW. Fixed-price SOWs remain at the agreed price except for Changes.

Purchase order numbers, if required by the Client, must be provided before work starts. Failure to issue a purchase order does not extinguish the obligation to pay for authorised work. The Client's internal procurement failure is not a defence.

Set-off by the Client is not permitted except for amounts finally determined by a court or agreed in writing as due from the Supplier to the Client under the same Agreement. The Supplier may set off amounts the Client owes against amounts the Supplier owes.

Invoices and billing queries should be directed using the contact details in the SOW or, if silent, to help@cliniflo.technology. The Supplier's billing address is 37 Barrow Road, Loughborough, LE12 8DH United Kingdom.

26. Expenses

Pre-approved travel, accommodation, and subsistence shall be reimbursed at cost plus VAT where recoverable, or at the policy in the SOW. UK standard class rail and economy air are the default. Overnight stays require a start time that makes same-day return unreasonable.

Cloud consumption, third-party APIs, paid fonts, certificates, device farms, and similar run-costs incurred on the Client's behalf are Expenses if not included in Fees. The Supplier shall seek prior approval for a single Expense item exceeding five hundred pounds sterling unless the SOW authorises a higher float.

Mileage, if used, is charged at HMRC approved rates then in force unless the SOW states otherwise. Taxi fares for unsocial hours or heavy equipment may be used reasonably.

Expense claims shall be accompanied by reasonably available evidence. Itemised receipts are provided where the vendor issues them. The Client shall not require a level of evidence that is disproportionate to the amount.

Cancelled travel due to Client postponement remains chargeable if non-refundable after the Supplier has used reasonable efforts to mitigate. Travel due to Supplier postponement is the Supplier's cost.

27. Taxes

Fees are exclusive of VAT, which the Client shall pay at the applicable rate against a valid VAT invoice. If the reverse charge or other mechanism applies, the parties shall cooperate to invoice correctly.

The Client shall make payments free of withholding unless required by law. If withholding is required, the Client shall pay such additional amount as ensures the Supplier receives the same net amount as if no withholding had applied, except where withholding arises from the Supplier's own tax status and could reasonably have been avoided by the Supplier providing a residency certificate that the Client requested in good time.

Each party is responsible for its own income taxes and national insurance in relation to its personnel. The Client shall not treat Supplier personnel as employees for payroll purposes.

If VAT treatment is later ruled incorrect by HMRC, the parties shall make balancing payments against appropriate documentation.

28. Non-solicitation

During the term of the relevant SOW and for twelve months after its end, neither party shall, directly or indirectly, solicit for employment or engagement any person of the other party who was materially involved in the Services, nor induce them to leave, except through a general advertisement not targeted at that person.

If a party breaches this clause and employs or engages the person, it shall pay liquidated damages equal to twenty-six weeks of the person's gross remuneration with the injured party, or if that cannot be established, twenty-six weeks of the Fees that would be charged at Rates for that person's typical weekly effort. The parties agree this is a genuine pre-estimate of recruitment, ramp-down, and disruption cost, not a penalty.

This clause does not restrict hiring a person who approaches a party solely on their own initiative without solicitation, or whose employment with the other party had already ended more than three months earlier without breach of this clause.

The Client shall not structure a contracting chain to hire Supplier personnel as a disguised solicitation. The Supplier shall not poach Client staff who were introduced for the project.

Nothing in this clause restricts a party's mandatory rights to work or compete after employment to the extent a restriction would be unenforceable against an individual; the clause operates between the corporate parties regarding solicitation.

29. Warranties

The Supplier warrants that it has the right to enter the Agreement and to grant the licences and assignments it purports to grant, subject to third-party and Open Source terms. The Supplier warrants that Services will be performed with reasonable skill and care. The Supplier warrants that for thirty days after Acceptance of a software Deliverable (Warranty Period), the Deliverable will materially conform to the Specification when used in the agreed environment in accordance with documentation.

If the Client notifies a breach of the conformity warranty within the Warranty Period with reproducible detail, the Supplier shall, at its option, remedy the Defect, replace the affected Deliverable, or refund a reasonable proportion of Fees paid for the non-conforming part. That remedy is the Client's exclusive remedy for breach of the conformity warranty, except for fraud or a liability that cannot be limited.

The Supplier does not warrant uninterrupted or error-free operation, compatibility with future platforms, that Deliverables will meet unstated needs, or that third-party components will remain available. Implied warranties of satisfactory quality and fitness for purpose are excluded to the fullest extent permitted by law, except that nothing excludes liability for death or personal injury caused by negligence, or for fraud.

The Client warrants that it has authority to enter the Agreement, that Client materials and instructions will not knowingly cause the Supplier to infringe third-party rights or law, and that information it provides is accurate in all material respects.

Warranty does not cover Defects caused by modification not made by the Supplier, misuse, combination with unsupported software, Client data errors, or failure to implement recommended remediation.

Pre-release, beta, and prototype Deliverables are provided without the conformity warranty. Experimental integrations are similarly excluded unless the SOW brings them into production scope.

A warranty claim does not extend the Warranty Period except for the remedied portion, which is warranted for the longer of the remainder of the original period and ten Business Days after remedy.

30. Indemnities

The Supplier shall indemnify the Client against damages finally awarded by a court of competent jurisdiction, and reasonable legal costs, arising from a third-party claim that a Deliverable created by the Supplier, used within the licence and assignment terms, infringes that third party's Intellectual Property Rights in the United Kingdom, excluding claims arising from Client materials, Client instructions, combinations not supplied by the Supplier, Open Source Software as such, or use after the Supplier's notice to stop a claimed infringing use.

If an infringement claim arises or is likely, the Supplier may, at its option and cost, procure a right for the Client to continue use, modify the Deliverable so it becomes non-infringing without material loss of function, or refund Fees paid for the infringing part against its return or certified destruction. Those remedies, together with the indemnity, are the Client's exclusive remedies for intellectual property infringement by Deliverables.

The Client shall indemnify the Supplier against claims, damages, and reasonable costs arising from Client materials, Client data including Personal Data processed on Client instructions, Client's breach of third-party or Open Source licences in distribution, Client's unlawful use of Deliverables, and injury to Supplier personnel caused by unsafe Client premises except to the extent caused by the Supplier's negligence.

Indemnities are subject to the Liability section's caps except for the Client's indemnity for Client materials and unlawful data, and except for liabilities that cannot be limited by law. The Supplier's IP indemnity is capped at the Liability Cap unless a higher IP cap is stated in the SOW.

An indemnity is not a penalty and is not payable to the extent the loss is caused by the indemnified party's breach, negligence, or failure to mitigate.

31. Limitation of liability

Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for any other liability that cannot be excluded or limited under the laws of England and Wales. Subject to that, neither party shall be liable to the other for loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss or corruption of data (except to the extent the Services expressly include backup duties that were breached), indirect loss, or consequential loss, whether arising in contract, tort including negligence, breach of statutory duty, or otherwise, even if foreseeable.

Subject to the first paragraph of this section, the Supplier's total aggregate liability arising out of or in connection with each SOW, whether in contract, tort including negligence, or otherwise, shall not exceed the total Fees paid and payable by the Client under that SOW in the twelve months preceding the event giving rise to the claim, or ten thousand pounds sterling, whichever is greater (Liability Cap). If twelve months have not elapsed, the Fees paid and payable to date under that SOW apply.

The Liability Cap applies to the sum of all claims under that SOW, including indemnity claims except as expressly stated otherwise in the Indemnities section. Multiple claims do not enlarge the cap. A series of related events is one event.

The Client's liability for unpaid Fees, Expenses, and interest is not limited by the Liability Cap. The Client's confidentiality and non-solicitation liquidated damages are as stated in those sections.

The parties agree that the Fees reflect the allocation of risk and that the Liability Cap is reasonable. If any exclusion is held unenforceable, the remaining limitations continue. The Client is advised to insure risks beyond the Liability Cap.

Claims must be notified within twelve months after the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, and in any event within eighteen months after the end of the relevant SOW, failing which the claim is barred, except for claims for non-payment of Fees and claims that cannot be time-limited by agreement.

The Supplier is not liable for delays or Defects caused by Client delay, inaccurate Client information, third-party services, Force Majeure, or design decisions insisted upon by the Client against the Supplier's written advice.

These limitations apply to CLINIFLO LTD and its officers, employees, and Subcontractors as a complete allocation of risk for the Services. Website browsing liability is separately limited under terms-of-service.html and does not enlarge this Liability Cap.

32. Insurance

The Supplier shall maintain, during the Services and for a reasonable period thereafter as market practice for claims-made policies, professional indemnity insurance and public liability insurance with reputable insurers at commercially reasonable levels for a software engineering practice of its scale. Evidence of cover shall be provided on reasonable request in the form of a broker's certificate, without obligation to disclose the full policy wording if sensitive.

Insurance does not expand liability beyond the Liability Cap. The existence of insurance is not an admission that a claim is covered. Deductibles are the Supplier's cost for insured Supplier liabilities.

The Client shall maintain insurance appropriate to its business, including cyber insurance if it processes material Personal Data in systems related to the Services. The Client shall not look to the Supplier as a substitute for the Client's own insurance programme.

If the Client requires to be named as an additional insured or requires unusual endorsements, that is a Change and may increase Fees to reflect premium impact if any.

Subcontractors shall be required to carry insurance appropriate to their role or shall be covered under the Supplier's arrangements where the Supplier elects that approach.

33. Force majeure

Neither party is liable for failure or delay in performing obligations (other than payment obligations) to the extent caused by a Force Majeure Event, meaning an event beyond the reasonable control of the affected party, including natural disaster, epidemic, war, terrorism, civil commotion, government action, failure of utilities or public internet backbone, widespread cloud-provider region failure, fire, flood, strike affecting a third party, or embargo, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

Personnel illness of a single individual is not Force Majeure if the Supplier can reasonably substitute. Labour disputes of the affected party's own workforce are not Force Majeure for that party. Lack of funds is not Force Majeure.

If Force Majeure continues for more than sixty consecutive days, either party may terminate the affected SOW by written notice without liability for that termination, subject to payment for Services performed and Expenses incurred to the termination date, and return of Client materials.

Timetable obligations are extended by the duration of the Force Majeure Event plus a reasonable restart period. The Supplier is not required to perform work in unsafe conditions.

Cloud provider SLA credits received by a party remain with that party unless the SOW says otherwise; they do not automatically flow through.

34. Suspension

The Supplier may suspend Services, in whole or in part, immediately if Fees that are due and not reasonably disputed remain unpaid fourteen days after written reminder; if the Client's systems present a security risk that may affect the Supplier or other clients; if continuing would, in the Supplier's reasonable opinion, breach law; or if the Client materially breaches confidentiality or acceptable use of staging systems.

Suspension is without prejudice to termination rights. The Supplier shall resume Services within a reasonable time after the cause is cured, subject to remobilisation Fees if the suspension exceeded ten Business Days. Timetable relief applies.

During suspension for non-payment, licences to use unpublished Deliverables may be suspended. The Client remains liable for Fees that would have been payable for reserved personnel during a short suspension if those personnel cannot be redeployed, after notice.

The Client may suspend instructions for convenience on written notice. The Supplier shall wind down reasonably and invoice for work done, committed Expenses, and a remobilisation estimate if restart is requested later. Long Client suspension may be treated as termination for convenience if it exceeds thirty days.

Emergency suspension of a production system the Supplier operates may occur to contain an active security incident. The Supplier shall notify the Client as soon as practicable and cooperate on restore.

35. Termination

Either party may terminate an SOW with immediate effect by written notice if the other party commits a material breach and fails to cure it within thirty days after written notice specifying the breach (or immediately if the breach is not reasonably curable); if the other party becomes insolvent, enters administration, liquidation, or analogous process, or makes an arrangement with creditors (except solvent amalgamation); or if required by law.

The Client may terminate an SOW for convenience on thirty days' written notice, or such other notice as the SOW states, paying for Services performed, Expenses, and any non-cancellable third-party costs committed in reliance on the SOW, plus, for fixed-price work, a reasonable early-termination charge reflecting work in progress and reserved capacity as set out in the SOW, or if silent, fifteen per cent of the remaining unbilled fixed Fees for that SOW, capped so that total payments do not exceed the full fixed Fees.

The Supplier may terminate for convenience on ninety days' written notice if continuing is commercially impracticable due to change of law or loss of a critical dependency, after using reasonable efforts to propose alternatives. In that case the Client pays for work done and Expenses, and receives Deliverables paid for.

Termination of one SOW does not automatically terminate other SOWs unless the breach goes to the root of a master relationship and notice so states.

Non-payment of undisputed Fees exceeding thirty days after the due date is a material breach. Repeated late payment may justify termination even if individual invoices are eventually paid.

Termination rights are without prejudice to accrued rights, including Claims for Fees and damages subject to the Liability section.

36. Consequences of termination

On termination or expiry of an SOW, the Supplier shall, subject to payment of amounts due, deliver to the Client the Deliverables completed and paid for, and any Client materials in the Supplier's possession, in a reasonable format. Work in progress not paid for need not be delivered.

The Client shall pay all outstanding Fees and Expenses within fourteen days of a termination invoice. Licences granted to the Client for Supplier Background IP embedded in paid Deliverables continue subject to these Conditions. Licences for unpublished unpaid work end.

Each party shall, on request, return or destroy the other party's Confidential Information, subject to the Confidentiality section's retention carve-outs. The Supplier may retain project records as needed for legal, accounting, and insurance purposes under continuing confidentiality.

Access credentials issued to the Supplier shall be revoked by the Client promptly. The Supplier shall revoke Client access to Supplier-operated tools that are not transferring to the Client.

Transition assistance beyond delivery of paid artefacts is available as a Change at Rates, subject to personnel availability. The Supplier is not obliged to train a replacement vendor beyond ordinary documentation included in the SOW.

Survival is addressed in the next section. Termination does not affect rights in Foreground IP that have already assigned upon payment.

If termination arises from the Client's breach, the Supplier may retain a lien over Deliverables and copies until Fees are paid, to the extent permitted by law, without prejudice to other remedies.

37. Survival

Provisions that by their nature or express terms should survive termination or expiry shall survive, including Definitions (as needed for interpretation), Intellectual property, Confidentiality, Data protection (for so long as Processor Personal Data is retained), Fees and interest for accrued amounts, Non-solicitation for its stated period, Warranties (for the Warranty Period and exclusive remedies), Indemnities, Limitation of liability, Insurance evidence for open claims, Consequences of termination, Notices, Assignment restrictions as to accrued rights, Severability, Entire agreement, Governing law, and Dispute resolution.

Survival does not create new primary obligations to perform Services after termination, except transition assistance that the parties agree in writing.

Data protection clauses survive until Processor Personal Data is deleted or returned and residual backups rotate, and thereafter insofar as needed for compliance evidence.

38. Notices

Formal notices under the Agreement shall be in writing in English and delivered by hand, by pre-paid first-class post or other next-Business-Day delivery service to the address in the SOW or, if none, for the Supplier to 37 Barrow Road, Loughborough, LE12 8DH United Kingdom, or by email to the notice address in the SOW, provided that email notices for termination, material breach, or indemnity claims are also sent by post or courier within two Business Days.

A notice is deemed received if delivered by hand, on the date of delivery; if posted, on the second Business Day after posting; if by email, on the Business Day of transmission if sent during Working Hours with no bounce, or on the next Business Day otherwise, unless the sender receives a delivery-failure notification.

Ordinary project communications may use the project channel and do not need to follow this formal notice method. Changes to notice addresses may be made by notice. The Supplier's telephone +44 7418 567890 and email help@cliniflo.technology may be used for operational contact but are not substitutes for formal notice where these Conditions require it, unless the SOW designates help@cliniflo.technology as the notice email.

Notices to the Client shall be sent to the authorised representative and address in the SOW. If the Client fails to keep those details current, notices to the last known details are effective.

39. Assignment and novation

The Client may not assign, transfer, or novate the Agreement without the Supplier's prior written consent, not to be unreasonably withheld for assignment to a group company or successor of the Client's business that assumes obligations and has comparable creditworthiness. Any attempted assignment in breach is void.

The Supplier may assign or novate the Agreement to a group company or to a purchaser of its business, and may assign receivables to a financier, without Client consent, provided confidentiality and data protection obligations continue. The Supplier shall give notice of such assignment.

These Conditions bind permitted successors and assigns. A change of control of a party does not itself terminate the Agreement, but the Supplier may request updated credit information from the Client after a Client change of control.

Subcontracting is not assignment and is governed by the Personnel and subcontracting section.

40. Severability, waiver, and remedies

If any provision of the Agreement is held illegal, invalid, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed. The remaining provisions continue in full force.

A waiver of a breach is effective only if in writing and signed or clearly confirmed by email by the waiving party, and applies only to that breach. Delay or failure to enforce is not a waiver. Rights are cumulative and not exclusive of rights under law, except where an exclusive remedy is stated.

If a court finds a restriction on liability or a liquidated damages clause to be unenforceable as drafted, the parties intend that a reasonable adjusted restriction be substituted to achieve as nearly as possible the original commercial allocation of risk.

Election of one remedy does not preclude later pursuit of another remedy for a different breach, subject to the Liability Cap and exclusive remedy clauses where they apply.

41. Entire agreement and variation

The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior negotiations, representations, and warranties relating to that subject matter, except that neither party excludes liability for fraudulent misrepresentation. Each party agrees that it has not relied on any representation not set out in the Agreement.

Variation of the Agreement must be in writing and signed by authorised representatives or confirmed by exchange of emails that clearly identify the variation and are sent by authorised representatives. Change Control documents that are accepted constitute variations of the affected SOW.

Pre-printed Client terms on purchase orders do not vary the Agreement. Portal click-accept terms do not bind the Supplier unless an authorised representative of the Supplier expressly accepts them as a variation.

Marketing materials on cliniflo.technology are not contractual terms. Statements of Work control scope. These Conditions control legal terms.

42. Third-party rights

Except for officers, employees, and Subcontractors of the Supplier who may enforce the benefit of liability limitations and indemnities written for their protection, a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. The parties may amend or terminate the Agreement without the consent of any third party.

Group companies of the Client may use Deliverables as permitted by the IP licences, but enforcement of the Agreement remains with the Client unless a group company is named as an additional Client party in the SOW.

Open Source licensors enforce their licences directly as provided therein, not under the 1999 Act via these Conditions.

43. Governing law

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the law of England and Wales. The parties submit to the jurisdiction provisions in the Dispute resolution section. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Jurisdiction and governing law are England and Wales, United Kingdom.

Mandatory local laws of another country that cannot be disapplied by contract remain applicable to the extent they so require, but the parties intend English law to apply to the maximum extent permitted for business-to-business Services supplied by a UK company.

CLINIFLO LTD operates from Loughborough, United Kingdom. The Agreement is made in the English language. If translated, the English version prevails.

44. Dispute resolution

If a dispute arises, the parties shall first attempt in good faith to resolve it through escalation: project managers within five Business Days of a written dispute notice; then senior representatives within a further ten Business Days. Either party may seek interim injunctive relief from the courts of England and Wales at any time to protect Intellectual Property Rights, Confidential Information, or data security, without first completing escalation.

If unresolved after escalation, either party may refer the dispute to mediation under the Centre for Effective Dispute Resolution Model Mediation Procedure. Mediation is without prejudice and confidential. Unless the parties agree otherwise, mediation shall take place in London or by video. Neither party is obliged to settle.

If mediation does not resolve the dispute within thirty days of appointment of a mediator, or if a party refuses to mediate after a reasonable invitation, either party may commence proceedings in the courts of England and Wales, which have exclusive jurisdiction, subject to the interim relief carve-out and subject to any arbitration clause in an SOW that expressly replaces this paragraph.

Each party shall continue to perform undisputed obligations during a dispute. Undisputed Fees remain payable. Documents disclosed in mediation are without prejudice except as required by law.

The prevailing party in court proceedings may recover reasonable costs as ordered by the court. The Liability Cap continues to apply to damages awards subject to the non-excludable liabilities.

45. Anti-bribery, modern slavery, and export control

Each party shall comply with the Bribery Act 2010 and shall not offer, promise, give, request, or accept a bribe. The Client shall not request the Supplier to make facilitation payments. Breach of this clause is a material breach not reasonably curable.

Each party shall comply with the Modern Slavery Act 2015 to the extent applicable and shall not engage slavery or human trafficking in its supply chain for the Services. The Supplier shall take reasonable steps regarding Subcontractors proportionate to risk.

The Client shall comply with applicable export control and sanctions laws of the United Kingdom and, where relevant, other jurisdictions when using or redistributing Deliverables. The Client shall not request the Supplier to export software or data to a prohibited destination or end user. The Supplier may refuse work that would breach sanctions.

The Client warrants that it is not a sanctioned person and is not owned or controlled by a sanctioned person. If that changes, the Client shall notify the Supplier and the Supplier may terminate or suspend without liability for that termination or suspension.

Audit rights for anti-bribery compliance are limited to reasonable written questionnaires and certificates unless a credible allegation arises, in which case a scoped audit may be conducted under confidentiality.

46. Publicity and marketing references

Subject to Confidentiality, the Supplier may list the Client's name and logo in a client list and on cliniflo.technology after Acceptance of a material Deliverable, unless the SOW opts out. The Client grants a limited licence to use its name and logo for that purpose in accordance with any brand guidelines supplied.

Detailed case studies, metrics, screenshots, and quotes require prior written consent. The Client shall respond to consent requests within ten Business Days; silence is not consent.

The Client may state that the Supplier provided Services, accurately and without implying endorsement of the Client's products beyond the factual engagement.

Neither party shall issue a press release about the other without prior written consent, except that the Supplier may respond factually to enquiries about its own corporate status.

47. Employment matters and TUPE

The parties intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) do not apply to the commencement or termination of the Services. The Services are professional services provided by the Supplier's workforce as an independent contractor business, not a transfer of an organised grouping of Client employees.

If despite that intention TUPE is found to apply, the Client shall indemnify the Supplier against employment liabilities arising from transferring employees that were not disclosed before signature, and the parties shall cooperate in good faith on information and consultation. Additional Fees may apply for employer obligations not priced in the SOW.

The Supplier's personnel are not entitled to Client employment benefits. The Client shall not integrate Supplier personnel into its organisation in a manner likely to create an employment relationship with the Client.

IR35 and off-payroll working: where legislation requires, the Client shall make status determinations for its own engagements. The Supplier engages its own contractors under its own arrangements and remains responsible for its own tax compliance for its workforce.

48. Audit

Not more than once in any twelve-month period, on thirty days' notice, the Client may audit the Supplier's compliance with data protection and security obligations relevant to Processor Personal Data and Confidential Information under an SOW, during Working Hours, in a manner that does not unreasonably disrupt operations or compromise other clients' confidentiality.

The Supplier may satisfy an audit request by providing recent independent certifications, penetration test summaries, and written responses, in lieu of on-site inspection, where those materials reasonably address the request. On-site inspection, if still required, shall be conducted by an independent auditor bound by confidentiality, not by a Competitor of the Supplier.

The Client shall bear its own audit costs and shall pay the Supplier's reasonable costs of assisting if the audit reveals no material non-compliance. If material non-compliance is found, the Supplier shall remediate within a reasonable time and bear its own remediation costs.

Audits of Fees are limited to reconciliation of invoices against agreed Rates and recorded time summaries. The Client is not entitled to access unrelated financial records of the Supplier.

Government or regulator audits required by law shall be accommodated as mandated, with notice to the Client where legally permitted for Processor contexts.

49. Escrow, source code, and continuity of access

Source code escrow is not included unless the SOW expressly requires it. If escrow is required, the parties shall enter a tripartite escrow agreement with a reputable agent, and Fees shall include escrow setup and annual fees as Expenses or as stated.

Release conditions typically include Supplier insolvency or material uncured abandonment of support that the Client has purchased. Escrow does not transfer Background IP beyond the licences already granted.

Where Deliverables are already delivered to a Client-controlled repository throughout the project, escrow may be unnecessary. The Client should ensure its own backups of repositories it controls.

The Supplier is not a disaster-recovery provider for Client-operated production systems unless a managed service SOW so states. Continuity of the Client's business remains the Client's responsibility.

Upon request at the end of a project, the Supplier shall provide a brief handover note listing repositories, environments, dependency manifests, and known credentials locations that the Client owns, as a Deliverable of ordinary effort included if the SOW so states, otherwise as a Change.

50. Accessibility, standards, and regulatory design

Unless the Specification requires conformance to a named accessibility standard such as WCAG 2.2 Level AA, the Supplier shall use reasonable professional care for usable interfaces but does not warrant formal conformance. Formal audits by third parties are a Change.

Regulatory compliance of the Client's product, including sector regulations, medical device software classification, financial services rules, or children's design code obligations, remains the Client's responsibility. The Supplier engineers to the Specification and documented instructions; it does not act as the Client's regulated person or responsible officer unless expressly appointed in writing for a defined role.

The Supplier may recommend compliance-enhancing controls. The Client decides whether to implement them. Written rejection of a security or compliance recommendation limits later claims that the Supplier failed to implement that recommendation.

Standards referenced in the SOW are those versions current at signature unless dated. Later versions apply only by Change.

Performance benchmarks, if warranted, must be measurable on an agreed reference environment. Laboratory results may differ from production under real-world load.

51. Environment, ethical use, and acceptable use of Deliverables

The Client shall not use Deliverables to commit unlawful acts, to infringe others' rights, to transmit malware, or to operate unlawful surveillance. The Supplier may suspend assistance if it reasonably believes Deliverables are being used unlawfully.

High-risk automated decision systems that produce legal or similarly significant effects on individuals require the Client to implement appropriate governance. The Supplier's role is limited to engineering against the Specification.

The Client shall not resell Supplier Services as if the Client were the Supplier without a reseller agreement. White-label presentation of Deliverables may be permitted if the SOW so states, without transferring trade marks of the Supplier.

Cryptomining, spam infrastructure, and similar abusive workloads on systems the Supplier operates are prohibited. The Supplier may terminate access to Supplier-operated environments for abuse.

Ethical penetration testing by the Client of its own systems is encouraged when scoped. Testing of Supplier corporate systems requires permission.

52. Order of documents, counter parts, and electronic signature

The Agreement may be executed in counterparts, including electronic copies, each of which is an original, and all of which together form one instrument. Electronic signatures and acceptance by authorised email are effective.

PDF or electronic transmission of a signed SOW is sufficient. Physical wet-ink copies are not required unless a party reasonably requests them for a specific filing.

If the parties sign a master services agreement that incorporates these Conditions by reference, that master agreement's variation clause controls future changes to the master, while SOWs continue to control scope.

In the event of conflict between a specially negotiated schedule initialled by both parties and these standard Conditions, the specially negotiated schedule prevails for the conflicting subject.

53. Contact details and company information

The Supplier is CLINIFLO LTD, operating from 37 Barrow Road, Loughborough, LE12 8DH United Kingdom, United Kingdom. Telephone: +44 7418 567890. Email for commercial and legal correspondence: help@cliniflo.technology. Website: https://cliniflo.technology. Domain: cliniflo.technology. Industry focus: custom software engineering, IT systems design, and application development.

Questions about these Conditions before signature should be raised during negotiation so that any amendments can be documented in the SOW or a side letter. Post-signature questions about interpretation should be directed to the authorised representatives.

Related public documents include privacy-policy.html, cookie-policy.html, and terms-of-service.html. Those documents do not reduce the Client's payment obligations or the Liability Cap under a signed SOW.

Nothing on the public website constitutes an offer capable of unilateral acceptance creating an SOW. Formation occurs as described in the Application, formation, and term section. Governing law remains the law of England and Wales, with disputes handled under the Dispute resolution section for England and Wales, United Kingdom.

The Client should retain a copy of the signed SOW and these Conditions. The version effective for an SOW is the version incorporated at formation, even if the website later displays an updated version, unless the parties agree to adopt the update.

Postal correspondence marked FAO Legal or FAO Contracts should be sent to 37 Barrow Road, Loughborough, LE12 8DH United Kingdom. Operational project mail should use the contacts in the SOW to avoid delay.