1. Introduction
1.1 These Terms & Conditions (“T&C”) govern all consultancy, development, training and related services (“Services”) provided by Ferifid Limited (“Ferifid”, “we” or “us”) to you (“Client” or “you”).
1.2 The T&C, together with any Statement of Work (“SOW”) and its schedules, form the entire agreement between the parties (“Agreement”) and supersede all prior negotiations, representations or agreements relating to the Services. The order of precedence shall be: (a) the SOW; (b) these T&C; and (c) any other documents agreed in writing.
1.3 By signing a SOW or otherwise engaging Ferifid to perform Services (including via our website), you accept and agree to be bound by this Agreement.
2. Definitions
For this Agreement:
“Confidential Information” means all non-public information disclosed by one party to the other, in any form, marked or otherwise reasonably understood to be confidential.
“Background IP” means any intellectual property rights owned or licensed by a party prior to the Effective Date or developed independently of the Services.
“Deliverables” means the tangible or intangible outputs specified in the SOW, including software code, reports, designs and training materials.
“Foreground IP” means any intellectual property created by Ferifid specifically in the course of performing the Services.
“Change Control Procedure” means the process set out in Schedule A for requesting, approving and documenting changes to the scope or deliverables.
“Force Majeure Event” means any event beyond a party’s reasonable control, including but not limited to pandemics, fire, flood, war, or acts of government.
“Confidential Information” means all non-public information disclosed by one party to the other, in any form, marked or otherwise reasonably understood to be confidential.
3. Scope of Services
3.1 Ferifid shall perform the Services and deliver the Deliverables in accordance with the SOW, our published methodologies and the acceptance criteria specified therein.
3.2 Any changes to scope, timelines or pricing must be made via a signed change request under the Change Control Procedure (Schedule A).
3.3 Ferifid will use reasonable endeavours to meet any milestone dates, but time shall not be of the essence unless expressly stated.
4. Fees and Payment
4.1 Fees for the Services are as set out in the SOW, exclusive of VAT and other applicable taxes.
4.2 Ferifid will invoice the Client in accordance with the schedule in the SOW. Unless otherwise agreed, invoices are payable within 30 days of receipt.
4.3 If the Client fails to pay any undisputed amount by its due date, Ferifid may suspend performance of Services on 5 days’ notice and shall be entitled to charge interest at 4% per annum above the Bank of England base rate on overdue sums.
5. Intellectual Property
5.1 All Background IP remains vested in the party that owned it prior to this Agreement.
5.2 Ferifid hereby grants the Client, upon full payment of all fees, a perpetual, non-exclusive, worldwide licence to use the Foreground IP for its internal business purposes.
5.3 Third-party software or materials incorporated in Deliverables are subject to the original vendor’s licence terms, as detailed in the SOW.
5.4 The Client shall indemnify Ferifid against any claim that use of Client-provided materials infringes third-party rights.
6. Confidentiality
6.1 Each party shall keep the other’s Confidential Information strictly confidential and use it solely to perform its obligations under this Agreement.
6.2 Disclosure is permitted only to employees, contractors or advisers on a need-to-know basis, provided they are bound by confidentiality no less protective than this clause.
6.3 These obligations survive termination for a period of 5 years.ed Standard Contractual Clauses and encryption to ensure equivalent protection.
7. Data Protection
7.1 Each party will comply with the UK GDPR and the Data Protection Act 2018 in respect of any personal data processed under this Agreement.
7.2 Where Ferifid processes personal data on behalf of the Client, the Data Processing Addendum in Schedule B applies, reflecting standard contractual clauses and the latest DPA as at 21 November 2024.
7.3 The Client warrants that it has all necessary consents and legal bases for the transfer and processing of personal data.
8. Warranties and Liability
8.1 Ferifid warrants that it will perform the Services with reasonable skill and care, in accordance with prevailing professional standards.
8.2 Except for liability for death or personal injury caused by Ferifid’s negligence, Ferifid’s total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by the Client under the applicable SOW.
8.3 Neither party shall be liable for any indirect, special or consequential losses, including loss of profit, revenue or data.
9. Indemnities
9.1 Ferifid indemnifies the Client against any third-party claim alleging that the Foreground IP infringes its intellectual property rights, provided the Client (a) promptly notifies Ferifid; (b) allows Ferifid to control the defence and settlement; and (c) cooperates fully in such defence.
9.2 The Client indemnifies Ferifid against losses arising from (a) use of Deliverables outside the scope of this Agreement; or (b) breach of the Client’s warranties in clause 7.
10. Termination
10.1 Either party may terminate for material breach if the other has failed to remedy that breach within 30 days’ written notice.
10.2 Either party may terminate for convenience on 90 days’ notice.
10.3 Upon termination: (a) the Client pays for all Services performed up to the effective date; (b) Ferifid delivers all completed Deliverables; and (c) each party returns or destroys the other’s Confidential Information.
11. Subcontracting and Audit
11.1 Ferifid may engage subcontractors but remains responsible for their compliance with this Agreement.
11.2 The Client may audit Ferifid’s compliance with data protection and confidentiality obligations once per year on 20 working days’ notice, during normal business hours and at its own cost.
12. Website and Online Services
12.1 Use of Ferifid.com and any online portals is subject to our Website Terms & Privacy Policy, available at https://ferifid.com/legal-and-compliance/terms-and-conditions.
12.2 We employ cookies; see our Cookie Policy for details and opt-out options.
13. General Provisions
13.1 Force Majeure: Neither party is liable for delays caused by a Force Majeure Event (clause 2).
13.2 Assignment: The Client may not assign its rights without Ferifid’s written consent; Ferifid may assign to an affiliate.
13.3 Notices: All notices must be in writing and sent to the addresses in the SOW or via email with read receipt.
13.4 Waiver and Severance: Failure to enforce any provision is not a waiver; if any provision is held unenforceable, the remainder survive.
13.5 Governing Law & Jurisdiction: This Agreement is governed by English law, with exclusive jurisdiction of the English courts.
13.6 Entire Agreement: This Agreement constitutes the entire understanding and supersedes all prior agreements.
Schedules
Schedule A: Change Control Procedure
Schedule B: Data Processing Addendum
Last updated: 26 May 2025