Smart Solid Solution Ltd – Terms and Conditions of Business

1. Definitions

• Agreement – these Terms together with any proposal, quotation, or statement of work (“SOW”).
• Services – consultancy, software development, or AI integration work provided by us.
• Deliverables – any work product, documentation, software, or report produced under the Services.
• Fees – the agreed charges payable for the Services.

2. Scope of Services

• We will provide the Services with reasonable care and skill consistent with good industry practice.
• Changes to scope must be agreed in writing and may affect Fees or timelines.
• We provide no warranty beyond reasonable care and skill; all other warranties are excluded to the fullest extent allowed by law.

2A. Acceptance of Deliverables

• We will notify you when Deliverables are ready for review and acceptance.
• You shall have 10 business days from receipt to test the Deliverables and either:
  • Accept the Deliverables in writing; or
  • Reject the Deliverables in writing, providing specific and detailed reasons for rejection.
• If you do not respond within the 10 business day period, the Deliverables shall be deemed accepted.
• If Deliverables are rejected for valid reasons, we shall remedy the specified defects and resubmit for acceptance within a reasonable timeframe.
• Acceptance shall not be unreasonably withheld or delayed.
• Once accepted, Deliverables are deemed to conform to the Agreement, and no further modifications will be made except as separately agreed and invoiced.

3. Client Responsibilities

• You must provide accurate and timely information necessary for us to perform the Services.
• You must ensure all permissions and licences for provided materials and data are in place.
• You are responsible for backing up your data and systems; we are not liable for data loss except where caused by proven negligence.

3A. Subcontracting and Assignment

• We may subcontract any part of the Services to qualified third parties, provided that we remain fully responsible for the performance of all Services, subcontractors are bound by equivalent confidentiality obligations, and any data processing complies with the Data Processing Agreement.
• Neither party may assign or transfer their rights or obligations without prior written consent, except to an affiliate or as part of a merger, acquisition, or sale of substantially all assets.
• Any attempted assignment in breach of this clause shall be void.

4. Fees and Payment

• Fees are stated in the Agreement, and invoices are payable within 30 days.
• All Fees exclude VAT and applicable taxes.
• Interest on late payments may be charged at 4% above the Bank of England base rate.
• We may suspend Services for late or non-payment after written notice.

4A. Expenses and Additional Costs

• Unless otherwise stated, Fees are inclusive of expenses.
• If expenses are chargeable, we shall seek prior written approval for expenses exceeding £200, provide receipts or evidence of expenses incurred, and invoice at cost with no markup.
• Third-party software licences, cloud hosting, or similar ongoing costs shall be separately itemized and invoiced at cost unless agreed otherwise.

5. Intellectual Property Rights (IPR)

• We retain ownership of pre-existing intellectual property and methodologies.
• Upon full payment, you are granted a non-exclusive, perpetual, worldwide licence to use the Deliverables for your internal business purposes.
• You may not resell or distribute Deliverables without our prior written consent.
• You shall indemnify us for any claim alleging that materials or data provided by you infringe third-party rights.

6. Confidentiality

• Both parties agree to keep confidential any proprietary or sensitive information.
• This obligation continues after termination of the Agreement.
• The obligation does not apply to information that is public, received from a third party without restriction, or required by law to be disclosed.

7. Data Protection and GDPR

• Both parties shall comply with UK GDPR and the Data Protection Act 2018.
• Where we process Personal Data on your behalf, the terms of our Data Processing Agreement (DPA) apply.
• We shall only process personal data in accordance with your documented instructions, implementing technical and organisational measures as detailed in the DPA.

8. Limitation of Liability

• Our total aggregate liability, whether in contract, tort (including negligence), or otherwise, is limited to the total Fees paid in the previous 12 months or £1,000,000 (whichever is lower).
• We shall not be liable for indirect, consequential, special, or punitive loss, including loss of profit, revenue, business, data, or goodwill.
• Nothing excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under UK law.

9. Warranties and Indemnities

• We warrant that the Services will be provided using reasonable care and skill.
• Except as expressly stated, all other warranties are excluded to the maximum extent permitted by law.
• You shall indemnify us for any claim, loss, or damage arising from your use of the Deliverables other than as intended.

10. Termination

• Either party may terminate the Agreement with 30 days’ written notice.
• We may terminate immediately if you breach these Terms and fail to remedy the breach within 14 days of notice.
• On termination, all unpaid Fees for Services performed up to the termination date become immediately due.
• Clauses relating to confidentiality, intellectual property, and liability survive termination.

11. Force Majeure

We shall not be liable for delay or failure to perform obligations where the cause is beyond our reasonable control.

12. Insurance

We maintain Professional Indemnity, Cyber Liability, and Public Liability insurance at commercially reasonable levels. Evidence can be provided upon written request.

12A. Anti-Bribery and Corruption

• Both parties shall comply with applicable anti-bribery laws, including the Bribery Act 2010.
• Each party warrants it has not offered any bribe or improper payment and has procedures to prevent bribery.
• Breaches entitle the non-breaching party to terminate immediately without liability and claim indemnity.

13. Dispute Resolution

• Parties shall attempt in good faith to resolve disputes through negotiation.
• If unresolved, disputes shall be referred to mediation before court proceedings.
• Either party may seek injunctive relief or recover unpaid Fees.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

15. Entire Agreement

These Terms, together with any proposal, quotation, or statement of work, constitute the entire agreement between the parties.

16. Notices

Notices must be in writing and are deemed delivered when hand-delivered, on the next business day after email (if no failure notice), or three business days after posting via registered mail.

Smart Solid Solution Ltd contact for notices:
Email: jose.garcia@aphinity.io
Address: [Insert registered office address]

Client contact for notices:
Email: [To be specified in Agreement]
Address: [To be specified in Agreement]

17. Severability

If any provision is held invalid or unenforceable, the remainder of the Agreement continues in full force. The invalid provision shall be replaced by a valid provision approximating the original intent.

18. Waiver

No failure or delay in exercising any right constitutes a waiver. Waivers must be in writing and signed.

19. Variation and Amendment

No variation is effective unless in writing and signed by both parties. Proposed variations will be negotiated in good faith.

20. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts and via electronic signatures, each treated as an original.