VERSION 2.0 | 12 SEPTEMBER 2026
1. Parties and agreement
1.1 We are [EXACT REGISTERED COMPANY NAME], a company incorporated in England and Wales, company number [NUMBER], with registered office at [ADDRESS], trading as de Wolf ("De Wolf", "we", "us"). You are the business client identified in the statement of work ("SOW"). These terms apply only to services purchased for business purposes.
1.2 An engagement is formed when both parties sign an SOW incorporating this dated version of the terms. Electronic signatures and signed counterparts are permitted. Each SOW creates a separate engagement unless it expressly groups related work. A change order belongs to its original engagement. Work begins on the agreed start date after any required initial payment and prerequisites are satisfied.
1.3 The agreement comprises these terms, the signed SOW, incorporated schedules and agreed written changes. A variation overrides these terms only if it identifies the affected clause and expressly states the change. Subject to such express variations, these terms govern conflicts with the SOW. The data-processing schedule governs inconsistencies concerning the protection and processing of personal data, but does not vary clause 11 unless expressly stated. A mandatory data-transfer instrument prevails to the extent required by its terms.
1.4 Your purchase-order, portal and other standard terms do not apply unless we expressly accept them in a signed variation. An administrative purchase-order reference does not constitute that acceptance. We will not change an existing agreement merely by updating website terms.
1.5 A business day is Monday to Friday excluding public holidays in England. Writing includes email except where a signature is required. Each party warrants that its signatory has authority to bind it.
2. Services and professional boundaries
2.1 We will provide the services and deliverables specified in the SOW with reasonable care and skill. Only expressly included services are within scope. Dates are estimates unless expressly identified as binding milestones, and depend on the agreed client inputs.
2.2 Our management, change, communications and AI adoption services are operational services. We do not provide legal, regulatory, tax, investment or other regulated financial advice, audit opinions, compliance certification or independent assurance. We do not act as your statutory officer or accept a regulated appointment under these terms.
2.3 You and your appropriate advisers determine applicable legal requirements, approve your policies and make the decisions reserved to you. Where agreed, we help put those approved requirements into operational plans, learning, communications and adoption activity. We remain responsible for performing the tasks expressly assigned to us with reasonable care and skill.
2.4 We do not guarantee savings, revenue, adoption levels, regulatory compliance or any other business result. Our analysis is based on the agreed purpose, assumptions and information reasonably available when supplied. Updating completed work for later events or changes is a separate service unless included in the SOW.
2.5 Final deliverables may be relied on by you only for the agreed purpose. Drafts are for discussion and review. Sharing permitted under clause 7 does not give another person a right to rely on our work. Third-party reliance requires a separate agreement signed by us, identifying purpose, recipients and applicable liability limits.
3. Your responsibilities
3.1 You will appoint an authorised contact and provide timely access, accurate and sufficiently complete information, relevant policies, approvals and suitable working facilities. You will have the rights and lawful authority needed to provide your materials and instructions to us and permit their agreed use.
3.2 We may reasonably rely on information you supply without independently auditing it, unless verification is in scope. This does not excuse ignoring an obvious error or an inconsistency that reasonable care and skill would identify. We will raise material issues we identify; you will address them promptly.
3.3 You retain responsibility for your business decisions, production systems and client-side implementation except to the extent expressly assigned to us. You will review factual statements and provide required legal or internal approvals before publication or operational use. Your approval does not remove our responsibility for our own breach.
3.4 Each party will comply with laws applicable to its performance. You will not ask us to carry out unlawful activity or breach another person's rights. New client policies do not expand our obligations automatically; any material operational or cost impact must be agreed through change control.
4. Scope, review and delay
4.1 The SOW states outputs, exclusions, assumptions and included review rounds. Unless it states otherwise, one consolidated review round is included for each substantive draft. Within 10 business days of delivery, you will give consolidated comments identifying material departures from the SOW.
4.2 We will correct a substantiated failure to meet the agreed scope or reasonable-care-and-skill obligation without additional fee within a reasonable time. New preferences, additional content and changes to approved requirements are scope changes. Silence is not acceptance of a hidden defect; final delivery and invoicing do not depend on an unlimited subjective satisfaction test.
4.3 Changes require written agreement by authorised contacts recording the scope, fee and timetable impact before additional work starts. A variation of these terms requires the signed process in clause 1.3. Neither party is obliged to accept a proposed change.
4.4 If a missing client input or decision affects delivery, we will explain the impact and take reasonable steps to mitigate it. Dates move reasonably to reflect the delay and available rescheduling. Fixed fees do not automatically increase: additional work or remobilisation charges require agreement. Time-based charges apply only to work performed or reserved time properly chargeable under clause 12.
4.5 If a client dependency prevents progress for 20 business days, we may give five business days' notice to suspend or end the affected work unless a practicable revised plan is agreed. Clause 12 determines the financial consequences.
5. Fees and payment
5.1 Fees and rates are stated in the SOW, exclusive of VAT where lawfully chargeable. Reasonable travel and other expenses require your prior written approval. We do not incur third-party commitments on your behalf without authority.
5.2 Unless the SOW states otherwise, fixed fees are invoiced 40% on signing, 40% on delivery of the first substantive draft and 20% on final delivery. The SOW must identify equivalent milestones for services without drafts. Time-based services are invoiced monthly in arrears with a reasonable record of time. A day means 7.5 working hours excluding breaks; part-days are pro-rated. Overtime or travel-time charges require express agreement.
5.3 Invoices are due within 14 calendar days of issue, in the SOW currency. Payments are made without set-off except a deduction required by law or an amount agreed or finally determined to be due. Any legally required withholding must be supported by appropriate evidence; no gross-up is implied.
5.4 Raise invoice disputes promptly with reasons and pay undisputed amounts on time. We will work reasonably to resolve a genuine dispute. We may claim statutory interest, compensation and recovery costs to the extent available under applicable late-payment legislation. No separate contractual interest rate is imposed.
5.5 If an undisputed amount remains overdue, we may suspend after at least seven calendar days' written warning identifying the unpaid amount and proposed suspension date. We will resume within a reasonable period after payment and agreement on necessary rescheduling. Additional charges require the basis in this agreement or an agreed change; suspension is not a right to impose an arbitrary fee.
5.6 Advance payments are credited against fees. They are not automatically non-refundable. The reconciliation under clause 12 applies if work ends early.
6. People, independence and conflicts
6.1 We act as an independent contractor. Neither party may bind the other or hold itself out as the other's agent or partner. Neither party is obliged to offer or accept future engagements.
6.2 We may use suitably qualified associates and subcontractors, remaining responsible for their work and ensuring appropriate confidentiality and IP obligations. Where personal data is involved, Part D's authorisation requirements also apply. A named key person's replacement requires your consent, not to be unreasonably withheld where qualifications, security and continuity are adequate. No right of substitution misrepresents an actual personal-service arrangement.
6.3 We may serve other clients, including competitors, subject to confidentiality and material conflicts. We will disclose an actual or reasonably foreseeable material conflict affecting the engagement, without disclosing another client's confidential information. Relevant commercial interests or referral remuneration affecting a recommendation will be disclosed before that recommendation.
6.4 Where practicable, the parties will agree safeguards or informed written consent. We will not undertake conflicting work that prevents proper performance. Either party may end affected work on written notice where a material conflict cannot reasonably be managed. Work and approved commitments remain payable, but no lost-capacity charge arises solely from a conflict we introduce.
7. Intellectual property and permitted use
7.1 You retain your materials. You grant us a limited licence to use, adapt and share them with authorised personnel solely as necessary to perform the engagement.
7.2 "Bespoke Deliverables" means the final client-specific outputs identified as such in the SOW, excluding Retained Materials and third-party materials. "Retained Materials" means our methods, frameworks, templates, tools, software, generic structures and know-how created before, outside or during the engagement that are reusable and do not disclose your confidential information. Drafts and internal working papers are not deliverables unless expressly included.
7.3 Subject to full payment of the fees due for the relevant Bespoke Deliverable, we assign to you by way of present assignment of existing and future rights the intellectual property rights we own in that Bespoke Deliverable, effective upon that payment. We will obtain necessary rights from our contributors and execute reasonable documents needed to give effect to this clause. No rights belonging to third parties or not legally capable of transfer are purportedly assigned.
7.4 We retain Retained Materials. Upon payment for the relevant deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy and adapt Retained Materials incorporated into or necessary to use that deliverable for your internal business purposes. You may allow group companies and professional advisers or service providers to use them solely to support those purposes, under confidentiality obligations. You remain responsible for permitted recipients' observance of these restrictions. Standalone resale, licensing or commercial distribution of our tools is excluded unless expressly agreed. Public-facing outputs and their permitted publication must be identified in the SOW.
7.5 We will identify material third-party content and applicable restrictions before incorporating it and obtain your agreement where those restrictions materially affect intended use. We do not promise exclusive ownership of generic or third-party AI output. Any material effect on agreed ownership or use will be disclosed before delivery and resolved consistently with the SOW.
7.6 Before payment, you may review deliverables internally and use them during the engagement to the extent necessary for agreed collaboration. You may not commercially deploy or publish them unless authorised. We may reuse general skills and Retained Materials but not your confidential information, personal data or client-specific content. This clause is not permission to retain confidential information in memory for reuse.
8. Confidentiality and publicity
8.1 Confidential information includes non-public business, technical, personnel and financial information disclosed for the engagement which is identified as confidential or should reasonably be understood to be confidential. Each party will protect the other's information with reasonable care, use it only for the engagement or legitimate enforcement of the agreement, and disclose it only as permitted here.
8.2 Necessary disclosure to personnel, authorised subcontractors, professional advisers and insurers is permitted where recipients are subject to suitable confidentiality duties. Each party is responsible for disclosures it authorises. Legally compelled disclosure is permitted to the extent required; where lawful and practicable the recipient will give advance notice and reasonable assistance with protective measures.
8.3 These duties do not cover information the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received without a duty of confidence, or public other than through a breach.
8.4 Duties continue for five years after the engagement ends, for trade secrets while they remain trade secrets, and for personal data for as long as it is held. On request or termination, return or securely delete confidential information, subject to legally required retention and a restricted archival copy reasonably needed for legal or insurance records. Such retention must be lawful; processor personal data is governed by Part D and is not retained merely under this archival permission.
8.5 We may use your name, logo, testimonial or case study only with your prior written approval of the specific use. Consent to one use is not general publicity consent.
9. Data and technology
9.1 Each party will comply with data protection law applicable to it. Roles follow the actual activity. Each normally acts as a separate controller for its own business contacts, administration and legal records, providing its own required privacy information.
9.2 When we act as your processor, Part D is incorporated automatically and its processing particulars must be completed before processing begins. Neither your failure to request a schedule nor a label in the SOW removes mandatory obligations. Where you act as a processor for another controller, the chain of authority and applicable equivalent obligations must be recorded before we act as subprocessor.
9.3 Do not supply special-category data, criminal-offence data or unnecessary identifiable employee data unless specifically agreed with an appropriate lawful arrangement and safeguards. We will notify you if we identify out-of-scope data and agree its secure handling. Recording meetings requires prior agreement and appropriate participant information and lawful authority.
9.4 We may use ordinary business tools consistently with confidentiality, security and any processing schedule. We will not input your confidential information or personal data into a generative AI service without prior written authorisation specifying the tool, purpose, permitted data and safeguards. Such data will not be used to train general-purpose models. Consent to a tool does not waive confidentiality, security, transfer or subprocessor obligations.
9.5 We remain responsible for reasonable professional review of AI-assisted work. We do not warrant that third-party technology is error-free, but use of a tool does not remove our service obligations. Deployment or administration of production systems is excluded unless expressly scoped.
10. Third-party claims and mitigation
10.1 Neither party gives a general indemnity under these terms. Claims for breach are subject to the ordinary requirements of proof, causation and mitigation and clause 11. Each party will take reasonable steps to limit loss.
10.2 Notify the other promptly of a relevant third-party claim and preserve evidence. Reasonable cooperation does not transfer control of a defence or create an indemnity. Neither party may admit liability or settle on the other's behalf without authority.
10.3 If a deliverable is credibly alleged to infringe third-party IP, we may, at our cost and in consultation with you, obtain necessary rights or modify or replace affected material without materially reducing agreed utility. If neither is reasonably practicable, we may end the affected element and refund fees for the unusable element. These steps do not remove other remedies for our breach, subject to clause 11 and no double recovery.
11. Liability: please read carefully
11.1 Nothing in the agreement excludes or limits either party's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or liability which cannot lawfully be excluded or limited.
11.2 Subject to clause 11.1, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, will not exceed the greater of £10,000 and 100% of the Reference Fees. The limit applies collectively to all claims under that engagement, including confidentiality, data and IP claims; it is not a separate limit for each claim, claimant, deliverable or legal basis. A refund payable under clause 12 for unperformed prepaid services is outside this limit and does not reduce it.
11.3 For a project with an agreed total fee or finite priced scope, Reference Fees means the total fees paid or payable for that scope and agreed changes, excluding VAT, expenses and third-party pass-through charges. For an open-ended or recurring engagement without a total fee, it means fees paid or payable for services performed or contractually committed in the 12 months immediately preceding the first event giving rise to any claim under that engagement, including that event date. The resulting cap applies to all claims under that engagement; it does not reset annually. The £10,000 floor applies in either case.
11.4 Subject to clause 11.1, neither party is liable to the other for indirect or consequential loss. We are also not liable for loss of anticipated savings, profit, revenue, business opportunity or goodwill, whether direct or indirect. Each category is a separate exclusion. This does not exclude otherwise recoverable reasonable direct costs of correcting or replacing defective services, subject to the cap and no double recovery. The exclusions do not excuse payment of fees or charges properly due under this agreement.
11.5 We are not liable to the extent loss is caused by your breach, materially incorrect information, unauthorised alteration or use outside the agreed purpose, except to the extent our own breach caused or contributed to that loss. No clause transfers responsibility for our negligence merely because you approved work.
11.6 The parties intend the limits to allocate risk in light of the scope and fees. You may request a higher cap before signing, with any resulting scope, fee or insurance requirements expressly agreed. The availability of that discussion does not establish that a limit is reasonable in every case. No statement of insurance cover enlarges a contractual cap.
11.7 Contractual limits between the parties do not restrict a regulator's powers or a data subject's statutory rights. Nothing purports to transfer a fine or penalty contrary to law.
12. Ending, postponing and winding down work
12.1 Either party may end an engagement for convenience on 14 calendar days' written notice unless an incorporated interim schedule specifies another period. Neither party may require activity outside scope during notice.
12.2 Either party may end for material breach that cannot be remedied or remains unremedied 14 calendar days after a written notice describing the breach and remedy required. We may suspend the affected activity immediately where reasonably necessary to avoid unlawful conduct or a material security risk, explaining the reason and seeking a lawful solution. Either party may end that affected activity if no practicable lawful solution is available within 10 business days.
12.3 If work ends, you pay for services performed to termination, approved expenses and approved non-cancellable third-party commitments. For partly completed fixed-fee work, the amount is a reasonable proportion of the relevant milestone fee reflecting work actually performed, capped at that milestone fee; it is not automatically repriced at a day rate. Charges are reduced for any established entitlement arising from defective work. We will provide a reasonable breakdown.
12.4 Where you cancel or postpone specifically booked working days with fewer than 10 business days' notice, or terminate for convenience, we may additionally charge our evidenced net loss on specifically reserved time within the next 10 business days after notice. This is capped at the agreed day rate for those days, or the cancellation rate expressly stated in the SOW for fixed-fee work. If no applicable rate is agreed, no reserved-capacity charge applies. We will use reasonable efforts to redeploy time and deduct costs saved and replacement income. There is no double charging for work, notice time or cancellation. This charge does not apply where you end for our material breach or we end for our convenience or an unmanageable conflict we introduce.
12.5 We will reconcile payments within 14 calendar days of termination and refund prepaid amounts exceeding sums properly due. We will provide paid-for completed deliverables and, where reasonably usable, paid-for work in progress identified as incomplete. We will offer reasonable transition assistance at agreed rates; corrective work needed because of our breach is not additionally chargeable.
12.6 Rights accrued before termination survive, together with provisions intended to continue, including payment, IP, confidentiality, data, liability and disputes. All suspension and termination rights are subject to mandatory insolvency restrictions; this agreement does not create a right to terminate or alter supply where prohibited by law.
13. Events beyond reasonable control
13.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control which it could not reasonably prevent or overcome. The affected party must notify the other, mitigate and resume promptly. Ordinary resourcing problems, lack of funds or a preventable security failure are not automatically such events.
13.2 Payment for services already provided remains due; unperformed services are not charged merely because of the event. If material disruption continues for 30 calendar days, either party may end affected work. Clause 12.3 and the refund and handover provisions apply, but no reserved-capacity charge arises solely from this termination.
14. General
14.1 The agreement is the entire agreement on its subject matter and supersedes previous discussions on that subject. Any earlier NDA continues only if expressly identified in the SOW, with its priority stated. No clause excludes liability for fraudulent statements; this clause does not impose a separate blanket non-reliance waiver.
14.2 Neither party may assign the agreement without the other's written consent, not to be unreasonably withheld or delayed. Permitted subcontracting does not transfer the agreement or release our obligations.
14.3 A failure or delay to enforce a right is not a waiver. If a provision is unenforceable, it is severed to the extent necessary and the remainder continues where legally possible.
14.4 No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999. Permitted recipients under clause 7 acquire no independent contractual claim. Neither party provides a personal guarantee on behalf of its officers or personnel; this does not immunise anyone from liability imposed independently by law.
14.5 Contract notices must be emailed to the SOW notice addresses or delivered by hand or prepaid recorded post to the stated addresses. Email is received when delivered without an error message, during 9am–5pm on a business day in England, otherwise at 9am on the next business day. Hand delivery is effective on delivery; post on recorded delivery. Notices changing contact details take effect on receipt. This mechanism does not govern service of court proceedings.
14.6 The parties will first refer disputes to their named senior contacts, who will seek resolution within 15 business days. They may agree mediation. This does not prevent urgent relief, recovery of an undisputed debt or action needed to preserve a limitation period. English law governs the agreement and related non-contractual obligations. The courts of England and Wales have exclusive jurisdiction.