Terms of Service

These terms govern engagements between KP Solutions (“KP Solutions”, “we”, “us”) and the client we have agreed to provide services to (“Client”, “you”).

When we agree to a piece of work — typically by you accepting a written quote, scope of work or statement of work issued by us — these terms apply to that engagement, together with the specific scope, deliverables, timeline and price set out in that document. In the event of conflict, the specific scope document takes precedence.

These terms apply to business clients only. They do not apply to consumers.

KP Solutions provides design, software engineering, integration and modernisation services on a project basis, delivered end-to-end by a senior practitioner. Each engagement is defined by a written scope document agreed with you before work begins.

We will use reasonable skill and care in performing our services. We will keep you informed of progress through regular check-ins (typically weekly demos during a build), and will agree any material change to the scope in writing before implementing it.

Each engagement begins with a written scope document setting out the deliverables, timeline and price. Acceptance of that document — by email, e-signature or other written confirmation — forms the contract between us, on the basis of these terms.

If circumstances change once work is underway and either party wants to vary the scope, deliverables, timeline or price, we will agree the change in writing through a short change note before it is implemented. Verbal changes are not binding.

Items not expressly listed in the scope document are out of scope. We are happy to discuss adding them under a change note.

Fees are set out in the scope document and are exclusive of VAT, which will be added where applicable. Unless agreed otherwise, builds are invoiced in instalments — a deposit at kick-off and a balance on launch — and ongoing work is invoiced monthly in arrears.

Invoices are payable within 14 days of the invoice date by bank transfer to the account specified on the invoice. We may suspend work if payment is more than 14 days overdue, having first given you written notice. Late payments may attract statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.

Reasonable third-party costs that we incur on your behalf and with your prior agreement (for example, hosting, domain registration, paid SaaS licences for the project) will be passed through at cost or, where you prefer, registered in your own name.

On payment of the fees due for an engagement, ownership of the deliverables specific to that engagement — including custom source code, designs, assets and documentation prepared specifically for you — transfers to you. You are free to use, modify and host them however you wish.

We retain ownership of pre-existing tools, libraries, boilerplate, internal templates and general know-how that we bring to the engagement and reuse across clients. Where any of those are incorporated into the deliverables, we grant you a perpetual, royalty-free, non-exclusive licence to use them as part of the deliverable.

Either party may publicly state that we have worked together, including a brief description of the engagement, unless we have agreed otherwise in writing. Detailed commercial information remains confidential under the section below.

Each party will keep confidential any non-public information received from the other in connection with the engagement, and will use it only for the purpose of the engagement. This obligation continues for three years after the engagement ends.

The obligation does not apply to information that is or becomes public through no breach of these terms, that the receiving party already lawfully held, that is independently developed without use of the confidential information, or that is required to be disclosed by law.

Each party will comply with applicable data-protection law in connection with the engagement. Where we process personal data on your behalf as part of an engagement, we do so as a processor and the parties will agree appropriate data-processing terms before that processing begins.

Our handling of personal data we collect on our own account — including data you provide through this website — is described in our Privacy Policy.

We warrant that we will perform our services with reasonable skill and care, and that the deliverables will, on handover, substantially conform to the scope document agreed for the engagement.

If a defect in the deliverables arises within 30 days of launch and is reproducible, we will fix it at no additional charge. After that period, follow-up work is charged at our then-current rates unless we have agreed an ongoing support retainer.

To the maximum extent permitted by law, all other warranties — express or implied, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement — are excluded. The deliverables are not warranted to be uninterrupted, error-free or to meet every business requirement that has not been expressly captured in the scope document.

Nothing in these terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to the above, neither party is liable to the other for any indirect, consequential or special losses, or for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or loss of data (in each case whether direct or indirect), arising out of or in connection with the engagement.

Subject to the above, each party's total aggregate liability arising out of or in connection with the engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees paid or payable for the engagement in the twelve months immediately preceding the event giving rise to the claim.

Either party may terminate an engagement on 30 days' written notice. We may terminate immediately if you are in material breach of these terms and have not remedied that breach within 14 days of written notice from us, or if you become insolvent.

On termination, you will pay for all work performed up to the date of termination and any non-cancellable third-party costs incurred on your behalf. We will hand over the deliverables completed to date and reasonably cooperate with any transition.

Sections of these terms that by their nature should survive termination — including intellectual property, confidentiality, liability and governing law — survive.

These terms, together with the relevant scope document, are the entire agreement between us in relation to the engagement and supersede any prior discussions or proposals.

We may not assign our rights or obligations under these terms without your consent, except to a successor of our business. You may not assign your rights or obligations without our consent.

Failure to enforce any right is not a waiver of that right. If any provision is found unenforceable, the remainder of these terms continues in force.

These terms and any engagement under them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these terms or an engagement, subject to either party's right to seek interim relief in any competent court.

We may update these terms from time to time. Changes apply to engagements entered into after the updated version is published. Engagements already underway continue on the version of the terms in force when the engagement was agreed.

Questions about these terms can be sent to sales@kpsolutions.io.