Last Updated: 4 December 2024
These Terms and Conditions ("Terms") govern the provision of services by Reinvent Systems Ltd ("Company", "we", "us", or "our"), a company registered in England and Wales, to you ("Client", "you", or "your"). By engaging our services, you agree to be bound by these Terms.
"Services" means any technical, advisory, expert, or professional services provided by the Company.
"Deliverables" means any work product, documentation, code, reports, or materials created by the Company as part of the Services.
"Agreement" means these Terms together with any Statement of Work, proposal, or written agreement between the parties.
"Confidential Information" means any information disclosed by either party that is marked as confidential or would reasonably be considered confidential.
The Company will provide the Services as described in the relevant Statement of Work, proposal, or as otherwise agreed in writing.
The Company will perform Services with reasonable skill and care in accordance with industry standards. We do not guarantee specific outcomes unless expressly stated in writing.
The Client shall:
Fees for Services will be as specified in the relevant Statement of Work or proposal. Unless otherwise agreed, fees are exclusive of VAT and other applicable taxes, which shall be added at the prevailing rate.
Invoices are payable within 30 days of the invoice date unless otherwise agreed. The Company reserves the right to:
Unless otherwise agreed, reasonable expenses incurred in providing the Services (including travel, accommodation, and third-party services) will be charged at cost plus 10% administration fee.
Each party retains ownership of its pre-existing intellectual property. The Company retains ownership of its development tools, frameworks, libraries, and methodologies.
Upon full payment of fees, the Company grants the Client a worldwide, perpetual, non-exclusive, royalty-free license to use the Deliverables for the Client's internal business purposes. Ownership of bespoke custom-developed code created specifically for the Client may transfer upon full payment, subject to the Company's retention of rights to re-use general programming techniques, algorithms, and non-confidential components.
Deliverables may incorporate third-party open-source or commercial components, which are licensed under their respective terms. The Client is responsible for compliance with such licenses.
Each party agrees to:
Confidentiality obligations do not apply to information that:
For expert witness services, the Company's primary duty is to the court. Confidential information may be disclosed as required in legal proceedings, subject to applicable court rules and disclosure obligations.
Both parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where the Company processes personal data on behalf of the Client, a separate Data Processing Agreement will be executed.
The Company will:
The Company warrants that:
The Client warrants that:
Except as expressly stated, all warranties, conditions, and terms (whether express or implied by statute, common law, or otherwise) are excluded to the fullest extent permitted by law. The Company does not warrant that:
Nothing in these Terms excludes or limits liability for:
Subject to clause 9.1, the Company's total aggregate liability arising from or in connection with the Agreement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the greater of: (a) £100,000, or (b) the total fees paid by the Client in the 12 months preceding the claim.
The Company shall not be liable for:
For expert witness services, the Company's liability is limited to cases of bad faith or dishonesty, in recognition of expert witness immunity under English law.
The Agreement commences on the date specified in the Statement of Work or, if none is specified, when Services begin, and continues until completion of Services or earlier termination.
Either party may terminate the Agreement upon 30 days' written notice. The Client shall pay for all Services performed and expenses incurred up to the termination date, plus reasonable wind-down costs.
Either party may terminate immediately by written notice if the other party:
Upon termination:
The Client shall indemnify the Company against claims, losses, and expenses arising from:
The Company shall indemnify the Client against third-party claims that Deliverables infringe UK intellectual property rights, provided the Client: (a) promptly notifies the Company; (b) gives sole control of the defence; and (c) provides reasonable assistance. This indemnity does not apply to infringement caused by modification, combination with third-party materials, or use outside the scope of the license.
Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including (but not limited to) acts of God, war, terrorism, pandemic, government action, internet or utility failures, or natural disasters. If force majeure continues for more than 60 days, either party may terminate the Agreement.
These Terms, together with any Statement of Work, proposal, and Data Processing Agreement, constitute the entire agreement and supersede all prior negotiations and agreements. No variation shall be effective unless in writing and signed by both parties.
The Client may not assign or transfer the Agreement without prior written consent. The Company may assign to affiliates or in connection with a merger, acquisition, or business transfer.
The Company may engage subcontractors to perform Services, remaining responsible for their performance and ensuring compliance with confidentiality obligations.
Nothing in these Terms creates a partnership, agency, or employment relationship between the parties.
Failure to exercise any right shall not constitute a waiver of that right.
If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Notices must be in writing and sent to the addresses specified in the Statement of Work or last known business address. Notices sent by email are deemed received upon transmission during business hours.
No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
In the event of any dispute, the parties shall first attempt to resolve it through good faith negotiations between senior management.
If not resolved within 30 days, either party may refer the dispute to mediation under the Centre for Effective Dispute Resolution (CEDR) rules.
These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts, except where expert witness services are provided in other UK jurisdictions, in which case proceedings may be brought in the relevant court.
Where specific service types are engaged, additional terms may apply as set out in the relevant Statement of Work or proposal. The Company will specify any service-specific warranties, limitations, or requirements in writing prior to commencing work.
By engaging our Services, making payment, or signing a Statement of Work that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
For questions regarding these Terms and Conditions, please contact us at:
Reinvent Systems Ltd
Email: info@reinventsystems.com
Website: www.reinventsystems.com
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