Legal

Terms of Service

Last updated: March 2026

1. Introduction & Acceptance of Terms

These Terms of Service ("Terms") govern the relationship between you ("Client", "you") and Vindico ICS Ltd ("Vindico", "we", "us", "our"), a company registered in England and Wales, when you engage us to provide services or access our platforms.

By engaging our services, signing a statement of work, or otherwise entering into a contractual relationship with Vindico, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you should not engage our services. These Terms apply in addition to any specific project agreements, statements of work, or service-level agreements entered into between you and Vindico.

2. Our Services

Vindico provides a range of technology services, including but not limited to:

  • Software Development — bespoke software design, development, testing, and deployment, including web applications, mobile applications, APIs, and integrated systems.
  • AI Adoption & Integration — advisory, strategy, and implementation services to help organisations adopt artificial intelligence and machine learning solutions effectively.
  • Technical Support & Managed Services — ongoing support, maintenance, monitoring, and infrastructure management for technology systems.

The specific scope, deliverables, timelines, and fees for any engagement will be set out in a separate statement of work or project agreement agreed upon by both parties before work commences.

3. Client Obligations

To enable us to deliver our services effectively, you agree to:

  • Provide accurate, complete, and timely information, materials, and data as reasonably required for the performance of our services.
  • Provide timely feedback, approvals, and decisions at agreed milestones to avoid unnecessary delays to project timelines.
  • Grant us necessary access to your systems, environments, platforms, and third-party tools as required to perform the services, including appropriate credentials and permissions.
  • Designate a primary point of contact with sufficient authority to make decisions on your behalf in relation to the project.
  • Ensure that any materials, content, or data you provide to us do not infringe the intellectual property rights or other rights of any third party.
  • Comply with all applicable laws and regulations in connection with your use of the services and any deliverables provided.

Delays caused by a failure to meet these obligations may result in revised timelines and, where appropriate, additional charges. We will notify you promptly if we believe any delay is attributable to a shortfall in the information or access provided.

4. Intellectual Property

4.1 Client Deliverables

Upon full payment of all applicable fees, all intellectual property rights in bespoke deliverables created specifically for you as part of the engagement shall be assigned to you. This includes custom code, designs, documentation, and other materials produced exclusively for your project.

4.2 Vindico Pre-Existing IP

Vindico retains all intellectual property rights in any pre-existing materials, tools, frameworks, libraries, methodologies, and know-how that we have developed independently or prior to the engagement ("Vindico IP"). Nothing in these Terms transfers ownership of Vindico IP to the Client.

4.3 Licence to Vindico IP

Where any Vindico IP is incorporated into or necessary for the use of the deliverables, we grant you a non-exclusive, perpetual, royalty-free licence to use that Vindico IP solely to the extent required to use the deliverables for their intended purpose. This licence is non-transferable except with the prior written consent of Vindico.

4.4 Third-Party Materials

Deliverables may incorporate open-source software or third-party components. Use of such components is subject to their respective licence terms, which we will identify and communicate to you where relevant.

5. Payment Terms

5.1 Fees & Invoicing

Fees for our services will be set out in the applicable statement of work or project agreement. Unless otherwise agreed in writing, we will invoice you monthly in arrears for time-and-materials engagements, or in accordance with the milestone schedule for fixed-price projects.

5.2 Payment Terms

All invoices are payable within 30 days of the invoice date unless otherwise agreed in writing. All fees are quoted exclusive of VAT, which will be charged at the applicable rate where required. Payment should be made by bank transfer to the account details provided on the invoice.

5.3 Late Payment

If payment is not received by the due date, we reserve the right to charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate, calculated on a daily basis from the due date until the date of actual payment. We also reserve the right to suspend work on any ongoing projects until outstanding invoices are settled in full, and to recover reasonable costs incurred in collecting overdue payments.

6. Confidentiality

Both parties acknowledge that during the course of the engagement, they may receive or have access to confidential information belonging to the other party ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, technical data, source code, trade secrets, client lists, financial information, and any other information designated as confidential or that would reasonably be considered confidential.

Each party agrees to:

  • Keep the other party's Confidential Information strictly confidential and not disclose it to any third party without prior written consent.
  • Use the Confidential Information solely for the purpose of performing or receiving the services under these Terms.
  • Take all reasonable measures to protect the confidentiality of the other party's Confidential Information, applying no less a degree of care than it uses to protect its own confidential information.

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the disclosing party is given reasonable notice where permitted.

The obligations of confidentiality shall survive the termination or expiry of these Terms for a period of three (3) years.

7. Data Protection

We are committed to protecting personal data and complying with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and all other applicable data protection legislation.

Where we process personal data on your behalf in the course of providing our services, we will act as a data processor and you will act as the data controller. In such cases, we will process personal data only in accordance with your documented instructions and will implement appropriate technical and organisational measures to ensure the security of that data.

Where the nature of the engagement requires it, both parties agree to enter into a separate Data Processing Agreement setting out the specific details of the processing, including the types of data, purposes, and duration.

For details on how we collect, use, and protect personal data, please refer to our Privacy Policy.

8. Limitation of Liability

8.1 Cap on Liability

Subject to Section 8.3, Vindico's total aggregate liability to you arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to Vindico under the applicable statement of work in the twelve (12) months immediately preceding the event giving rise to the claim.

8.2 Exclusion of Indirect Losses

Subject to Section 8.3, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, howsoever arising and whether or not such losses were foreseeable.

8.3 Exclusions

Nothing in these Terms shall limit or exclude either party's liability for:

  • Death or personal injury caused by negligence.
  • Fraud or fraudulent misrepresentation.
  • Any other liability that cannot be lawfully limited or excluded.

9. Warranties & Disclaimers

9.1 Our Warranty

Vindico warrants that the services will be performed with reasonable skill and care, in accordance with generally accepted industry standards, and in compliance with all applicable laws and regulations.

9.2 Defect Rectification

If any deliverable does not materially conform to the agreed specification within 30 days of delivery, we will use reasonable endeavours to correct the non-conformity at no additional charge, provided you notify us in writing within that period with reasonable details of the defect.

9.3 Disclaimers

Except as expressly set out in these Terms, all warranties, representations, conditions, and other terms, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law. In particular, we do not warrant or guarantee:

  • That the services or deliverables will achieve any specific business outcome, financial result, or return on investment.
  • That any software or system will be entirely free from defects, errors, or vulnerabilities.
  • That the services will be uninterrupted or that all issues will be resolved within a specific timeframe, unless expressly agreed in a service-level agreement.

10. Termination

10.1 Termination for Convenience

Either party may terminate a statement of work or the engagement by providing 30 days' written notice to the other party. The Client shall remain liable for all fees and expenses incurred up to and including the effective date of termination, as well as any non-cancellable commitments made on the Client's behalf.

10.2 Termination for Cause

Either party may terminate the engagement immediately by giving written notice if the other party:

  • Commits a material breach of these Terms and fails to remedy such breach within 14 days of receiving written notice specifying the breach.
  • Becomes insolvent, enters administration, liquidation, or any analogous proceeding, or is unable to pay its debts as they fall due.

10.3 Consequences of Termination

Upon termination of the engagement:

  • Vindico will deliver to the Client all completed and partially completed deliverables, subject to payment of all outstanding fees.
  • Each party will return or, at the other party's request, destroy all Confidential Information belonging to the other party.
  • Any provisions of these Terms that by their nature should survive termination shall continue in full force and effect, including Sections 4, 5, 6, 7, 8, and 12.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the reasonable control of that party ("Force Majeure Event"). Force Majeure Events include, but are not limited to, natural disasters, acts of war or terrorism, pandemics, epidemics, government actions or orders, power failures, internet or telecommunications failures, cyberattacks, and industrial disputes.

The affected party must promptly notify the other party in writing of the Force Majeure Event, its expected duration, and the obligations affected. The affected party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.

If a Force Majeure Event continues for a period exceeding 60 days, either party may terminate the affected statement of work by giving written notice to the other party.

12. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

13. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, both parties agree to first attempt to resolve the matter through good faith negotiation. The aggrieved party shall provide written notice of the dispute to the other party, and both parties shall use reasonable endeavours to reach an amicable resolution within 30 days of such notice.

If the dispute is not resolved within that period, the parties may agree to submit the matter to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If mediation is unsuccessful or not agreed upon, either party may pursue resolution through the courts in accordance with Section 12.

14. Changes to Terms

We reserve the right to update or amend these Terms from time to time. When we make changes, we will update the "Last updated" date at the top of this page and, where appropriate, notify existing clients of material changes by email.

Continued engagement of our services following notification of any changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically to stay informed of any updates.

15. Contact Information

If you have any questions about these Terms or wish to discuss any aspect of our services, please contact us:

Vindico ICS Ltd is registered in England and Wales.