General Terms and Conditions of Service

1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply unless the context requires otherwise:

• "Agreement" means the contract between MONODROMY LTD and the Client for the provision of Services, comprising these Terms and Conditions, any Statement of Work, and any other document expressly incorporated by reference.
• "Change Request" means a written request by either party to amend the scope, deliverables, timelines or other material terms of an existing Statement of Work.
• "Client" means the company, organisation or individual that has engaged MONODROMY LTD for the provision of Services.
• "Client Materials" means any materials, data, software, documentation or other content provided by the Client to MONODROMY LTD for the purposes of an engagement.
• "Commencement Date" means the date on which a Statement of Work becomes effective, as specified in that document or, in the absence of such specification, the date on which MONODROMY LTD confirms acceptance of the engagement.
• "Confidential Information" means all non-public information disclosed by either party to the other in connection with the Agreement, whether disclosed orally, in writing, electronically or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
• "Deliverables" means all work products, software, documentation, reports, designs, specifications, architectures and other outputs produced by MONODROMY LTD in the course of providing Services, as set out in the relevant Statement of Work.
• "Engagement" means a specific project or service arrangement initiated by a Statement of Work.
• "Fees" means the charges payable by the Client for the Services, as set out in the relevant Statement of Work or as otherwise agreed in writing between the parties.
• "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, fire, flood, storm, earthquake, epidemic, pandemic, acts of terrorism, war, civil disorder, government action, power failure, telecommunications failure, or failure of the internet or third-party services.
• "Intellectual Property Rights" means all intellectual property rights, including patents, patent applications, trade marks, service marks, trade names, registered designs, unregistered design rights, copyrights, database rights, rights in software, trade secrets and all other intellectual property rights of any nature, in each case whether registered or unregistered and including all applications and rights to apply for any of the foregoing.
• "MONODROMY LTD" means MONODROMY LTD, a company registered in England and Wales, with its registered office at 19 George Street West, LUTON, LU1 2BJ, United Kingdom.
• "Pre-existing Materials" means any software, tools, libraries, frameworks, methodologies, processes, know-how or other intellectual property owned by or licensed to MONODROMY LTD prior to the commencement of an Engagement, or developed independently of that Engagement.
• "Services" means the custom software engineering, systems architecture, research and development consulting, scientific computing, technology integration and other professional and technical services to be provided by MONODROMY LTD as specified in the relevant Statement of Work.
• "Statement of Work" or "SOW" means a written document, agreed and signed by both parties, that sets out the scope, deliverables, timelines, fees and other terms applicable to a specific Engagement.
• "Third-Party Software" means any software not owned by MONODROMY LTD that is incorporated into Deliverables, including open source software, commercial off-the-shelf software and other licensed software.

In these Terms and Conditions: (a) references to "writing" include email; (b) references to a "party" are to MONODROMY LTD or the Client, as appropriate; (c) references to "days" mean calendar days unless otherwise specified; (d) the singular includes the plural and vice versa; (e) headings are for convenience only and do not affect interpretation; (f) references to any statute or statutory provision include any modification, consolidation or re-enactment thereof.

2. Formation of the Agreement

These Terms and Conditions apply to all Engagements between MONODROMY LTD and the Client. By entering into a Statement of Work or otherwise engaging MONODROMY LTD to provide Services, the Client agrees to be bound by these Terms and Conditions to the exclusion of all other terms and conditions (including any terms and conditions that the Client purports to apply under any purchase order, confirmation of order, acceptance of quotation or similar document).

An Agreement is formed when: (a) both parties have signed or electronically accepted a Statement of Work; or (b) MONODROMY LTD has confirmed acceptance of an engagement in writing and the Client has authorised the commencement of Services, whether by written acceptance of a proposal, by payment of any applicable deposit, or by other conduct that clearly indicates acceptance of the terms set out herein.

Where there is any conflict or inconsistency between these Terms and Conditions and the terms of a Statement of Work, the Statement of Work shall prevail to the extent of any inconsistency, unless the Statement of Work expressly states otherwise.

3. Scope of Services

MONODROMY LTD will provide Services in accordance with the scope set out in the relevant Statement of Work. We will use reasonable skill and care in providing the Services and will apply the standard of care and diligence reasonably expected of a competent professional in the relevant field of software engineering and technical consulting.

The Client acknowledges that the scope of any Engagement is limited to the matters expressly set out in the relevant Statement of Work. Any work or service that falls outside the agreed scope will be treated as a variation and must be agreed pursuant to the Change Request procedure set out in Section 13 of these Terms and Conditions.

MONODROMY LTD reserves the right to use subcontractors, associates and other third-party specialists in connection with the provision of Services, provided that we remain responsible for the performance of any subcontracted work and for ensuring that all subcontractors are bound by obligations of confidentiality at least equivalent to those set out in these Terms and Conditions.

4. Project Initiation and Specification

Before commencing development or implementation work, MONODROMY LTD will conduct a structured research and specification phase as part of our standard methodology. This phase is designed to ensure that the technical requirements, constraints, performance criteria and operational context of the engagement are fully understood and documented before any architecture or design decisions are committed.

The outputs of the specification phase will be documented in a Technical Specification Document, which will be provided to the Client for review and approval. The Client must review the Technical Specification Document within the timeframe specified in the Statement of Work and must either provide written approval or raise specific, detailed objections. Failure to respond within the specified timeframe will be deemed acceptance of the Technical Specification Document.

The Technical Specification Document, once approved by the Client, becomes the authoritative technical reference for the Engagement. Changes to the agreed specification following Client approval will be governed by the Change Request procedure.

Where the specification phase reveals that the scope, complexity or technical requirements of the Engagement are materially different from those assumed at the time the Statement of Work was prepared, MONODROMY LTD will notify the Client in writing. In such circumstances, the parties will negotiate in good faith to agree revised terms before work proceeds beyond the specification phase.

5. Client Responsibilities and Obligations

The Client agrees to provide MONODROMY LTD with all information, access, materials and cooperation reasonably required to enable us to provide the Services effectively and on schedule. Specifically, the Client agrees to:

• Appoint a named primary contact with authority to give instructions and provide approvals on behalf of the Client;
• Respond to requests for information, clarification, decisions or approvals within the timeframes specified in the Statement of Work or, where no timeframe is specified, within five business days of any written request;
• Provide timely access to relevant systems, environments, data, third-party vendors and personnel as necessary for the performance of the Services;
• Ensure that all Client Materials provided to MONODROMY LTD are accurate, complete and fit for purpose, and that the Client has the right to provide such materials to us;
• Maintain appropriate backups of all Client data and systems, including during any migration, testing or deployment activities;
• Obtain and maintain all licences, consents and permissions required in connection with the Client's use of any Deliverables;
• Ensure that the Client's personnel involved in the Engagement have the requisite knowledge and authority to engage effectively with MONODROMY LTD.

The Client acknowledges that MONODROMY LTD's ability to meet agreed timelines and deliver Deliverables to the agreed standard is contingent on the Client fulfilling the obligations set out in this section. Where delays in the Client's performance of its obligations cause delay to the provision of Services or the completion of Deliverables, MONODROMY LTD reserves the right to adjust timelines accordingly and to recover any additional costs reasonably incurred as a result of such delay.

6. Deliverables, Review and Acceptance

MONODROMY LTD will deliver Deliverables in accordance with the milestones and timelines set out in the Statement of Work. Where no delivery schedule is specified, we will deliver Deliverables within a reasonable time having regard to the nature and complexity of the work.

Upon receipt of each Deliverable, the Client will have a review period of 10 business days (or such other period as is specified in the Statement of Work) within which to review the Deliverable and either: (a) provide written acceptance; (b) provide written notice of any material defects, setting out in reasonable detail the nature of each defect and how it differs from the agreed specification; or (c) in the case of software Deliverables, conduct user acceptance testing in accordance with any agreed test plan.

Following receipt of a defect notice, MONODROMY LTD will investigate the reported issues and, where they are confirmed to be defects within the agreed scope, will rectify them within a mutually agreed timeframe. A Deliverable will be deemed accepted where the Client: (a) provides written acceptance; (b) uses the Deliverable in a live or production environment without having raised a defect notice within the applicable review period; or (c) fails to respond within the applicable review period.

Acceptance of a Deliverable does not affect the Client's rights in relation to defects that were latent and could not reasonably have been discovered during the review period, provided that such defects are reported within 30 days of their discovery.

7. Fees and Payment Terms

The Client shall pay the Fees for the Services in accordance with the payment schedule set out in the Statement of Work. Where no payment schedule is specified, the following default terms apply:

• Fixed-price engagements: 40% of the total fee is payable upon signing the Statement of Work; 40% is payable upon delivery of the primary Deliverables; and the remaining 20% is payable upon final acceptance.
• Time and materials engagements: Fees are invoiced monthly in arrears based on time recorded at the agreed daily or hourly rates.
• Retainer engagements: The monthly retainer fee is payable in advance on the first business day of each calendar month.

All invoices issued by MONODROMY LTD are payable within 30 days of the invoice date, unless otherwise specified in the Statement of Work. Payment must be made by bank transfer to the account details provided on the invoice.

All Fees are stated exclusive of Value Added Tax (VAT). Where VAT applies, it will be added to invoices at the prevailing rate. The Client is responsible for any withholding taxes, duties or levies applicable under the laws of the Client's jurisdiction.

8. Late Payment

Where the Client fails to make any payment by the due date, MONODROMY LTD reserves the right to:

• Charge interest on the overdue amount at a rate of 8% per annum above the base rate of the Bank of England, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until the date of actual payment (whether before or after judgment), compounding quarterly;
• Claim a fixed sum debt recovery charge in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
• Suspend the provision of Services (including all ongoing development, consulting and support activities) until all overdue amounts have been paid in full, provided that MONODROMY LTD has given the Client not less than 10 days' written notice of its intention to suspend;
• Withhold delivery of Deliverables or transfer of source code pending receipt of payment;
• Terminate the Agreement in accordance with Section 24 of these Terms and Conditions.

9. Expenses and Disbursements

Unless otherwise stated in the Statement of Work, the Client will reimburse MONODROMY LTD for all reasonable out-of-pocket expenses incurred in connection with the provision of Services, including travel expenses, accommodation, subsistence, third-party software licences and specialist tools procured for the specific purposes of the Engagement. MONODROMY LTD will seek prior written approval from the Client for any individual expense exceeding £250 before incurring it. Reimbursable expenses will be invoiced monthly and supported by receipts where available.

10. Fee Reviews and Adjustments

MONODROMY LTD reserves the right to review and adjust its daily and hourly rates annually on 1 January each year. For ongoing Engagements, we will provide the Client with not less than 60 days' written notice of any proposed rate increase. Where the Client does not accept the revised rates, either party may terminate the Engagement on the notice period specified in the relevant Statement of Work.

Fixed-price fees set out in a Statement of Work are binding for the scope and assumptions expressly stated in that document. Where the scope changes pursuant to an agreed Change Request, the Fee may be adjusted accordingly as part of that Change Request.

11. Intellectual Property Rights — Ownership

Subject to the provisions of this Section 11 and payment of all Fees due:

11.1 Deliverables. Unless otherwise expressly agreed in writing in the relevant Statement of Work, upon full payment of all Fees and charges relating to an Engagement, MONODROMY LTD assigns to the Client all Intellectual Property Rights in the Deliverables specifically created for that Engagement (excluding any Pre-existing Materials incorporated therein, to the extent set out in clause 11.2 below). This assignment takes effect upon receipt of the final payment relating to the relevant Deliverable and is conditional on such payment.

11.2 Pre-existing Materials. MONODROMY LTD retains all Intellectual Property Rights in Pre-existing Materials, whether or not incorporated into Deliverables. Where Pre-existing Materials are incorporated into Deliverables, MONODROMY LTD grants the Client a non-exclusive, non-transferable, royalty-free licence to use such Pre-existing Materials solely as incorporated into the Deliverables and solely for the Client's internal business purposes. This licence is conditional on payment of all Fees.

11.3 Tools and Methodologies. MONODROMY LTD retains all Intellectual Property Rights in any tools, templates, frameworks, methodologies, processes and know-how developed or used in the course of providing Services, including those that may be generic in nature or capable of reuse in other engagements.

11.4 General Know-How. Nothing in these Terms and Conditions prevents MONODROMY LTD from using general knowledge, skills, experience and know-how acquired in the course of providing Services to the Client, provided that such use does not involve the use or disclosure of the Client's Confidential Information.

12. Intellectual Property Rights — Client Materials

The Client retains all Intellectual Property Rights in the Client Materials. The Client grants MONODROMY LTD a non-exclusive, royalty-free licence to use the Client Materials during the term of the relevant Engagement solely for the purposes of providing the Services. Upon the termination or expiry of an Engagement, MONODROMY LTD will return or securely destroy all Client Materials in its possession, at the Client's election, subject to any retention obligations under applicable law.

The Client warrants that: (a) it is the owner of or has the right to use and grant access to all Client Materials; (b) the use of Client Materials by MONODROMY LTD in accordance with the Agreement does not and will not infringe the Intellectual Property Rights of any third party; and (c) the Client has all necessary licences, consents and permissions required in connection with any software, data, content or third-party materials included in the Client Materials.

13. Change Management

Either party may at any time submit a written Change Request proposing an amendment to the scope, deliverables, timelines or other material terms of an Engagement. A Change Request must describe the proposed change in sufficient detail to allow the other party to assess its implications.

Upon receipt of a Change Request, MONODROMY LTD will assess the proposed change and provide the Client with a written impact assessment within 10 business days. The impact assessment will set out the effect of the proposed change on the Fees, timelines, deliverables and any other relevant aspects of the Engagement.

A Change Request becomes effective only when it has been agreed and signed by both parties. Neither party is obliged to agree to any Change Request. Until a Change Request has been executed by both parties, both parties will continue to perform their obligations under the existing terms. MONODROMY LTD is not required to commence any changed or additional work until a Change Request has been formally agreed and any upfront payment associated with the change has been received.

Where circumstances arise that, in MONODROMY LTD's reasonable professional opinion, require variations to the agreed approach for reasons beyond either party's control or that were not foreseeable at the time the Statement of Work was prepared, MONODROMY LTD will inform the Client promptly in writing and the parties will agree on how to proceed.

14. Confidentiality

Each party (the "Receiving Party") undertakes to maintain the confidentiality of all Confidential Information received from the other party (the "Disclosing Party") and not to use such Confidential Information for any purpose other than as required for the performance of its obligations under the Agreement. Each party agrees to protect the other party's Confidential Information using at least the same degree of care it applies to its own confidential information, and in any event no less than reasonable care.

The obligations of confidentiality set out in this Section 14 do not apply to information that: (a) is or becomes publicly available other than through a breach of this Section; (b) is lawfully received from a third party without restriction on use or disclosure; (c) was in the Receiving Party's possession without restriction before disclosure; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, officers, directors, professional advisers, subcontractors and agents who have a need to know such information for the purposes of the Agreement, provided that each such person is bound by obligations of confidentiality at least equivalent to those set out in this Section 14.

Either party may disclose Confidential Information to the extent required by applicable law, court order or regulatory authority, provided that the Receiving Party gives the Disclosing Party as much notice as is reasonably practicable before making any such disclosure and, where permitted by law, cooperates with any reasonable request by the Disclosing Party to limit or challenge the disclosure.

The obligations of confidentiality under this Section 14 survive the termination or expiry of the Agreement for a period of five years.

15. Data Protection and Processing

Both parties agree to comply with their respective obligations under applicable data protection law, including UK GDPR and the Data Protection Act 2018, in relation to any personal data processed in connection with the Agreement.

Where MONODROMY LTD processes personal data on behalf of the Client in the course of providing Services (as a data processor), the parties will enter into a data processing agreement that sets out the subject matter, duration, nature and purpose of the processing, the type of personal data and categories of data subjects involved, and the respective obligations of the parties, in accordance with Article 28 of UK GDPR.

Where MONODROMY LTD processes personal data as an independent data controller in connection with the management of its business relationship with the Client, such processing will be conducted in accordance with MONODROMY LTD's Privacy Policy.

The Client warrants that it has a lawful basis for transferring any personal data to MONODROMY LTD, and that any personal data transferred is accurate, current and lawfully collected. The Client will indemnify and hold MONODROMY LTD harmless against any claims, losses or liabilities arising from a breach by the Client of this warranty.

16. Security Measures

MONODROMY LTD will implement and maintain appropriate technical and organisational security measures in relation to the performance of Services and any processing of Client data, including measures to protect against unauthorised access, loss, destruction, alteration or disclosure. Our security practices are informed by ISO 27001 principles.

The Client is responsible for the security of its own systems, networks and data, including any systems or environments to which MONODROMY LTD is granted access in the course of an Engagement. Where MONODROMY LTD is given credentials, access tokens or other authentication materials in connection with an Engagement, the Client is responsible for rotating or revoking such credentials upon the conclusion of the Engagement.

17. Standard of Work and Quality Assurance

MONODROMY LTD warrants that: (a) the Services will be provided with reasonable skill and care; (b) all Deliverables will be free from material defects that would prevent them from performing in accordance with the Technical Specification Document at the time of delivery; and (c) our personnel have the skills and qualifications appropriate to the Services being provided.

Our quality assurance process includes, at minimum, the following activities for all software Deliverables: functional testing against the agreed specification; unit and integration testing; code review by a senior engineer; and documentation review. The extent and depth of quality assurance activities may be varied from project to project as specified in the Statement of Work.

Where a defect is identified in a Deliverable during the acceptance period or within 30 days of acceptance, MONODROMY LTD will rectify the defect at no additional charge, provided that the defect: (a) existed at the time of delivery; (b) is not caused by or attributable to incorrect or incomplete information provided by the Client; (c) is not caused by modifications made to the Deliverable by the Client or a third party; and (d) is not caused by a Force Majeure Event.

18. Warranty Disclaimers

Save as expressly stated in these Terms and Conditions or in a Statement of Work, MONODROMY LTD does not warrant that: (a) the Services will be provided without interruption; (b) any software Deliverable will be entirely free from errors or defects; (c) the Services will meet requirements beyond those specifically agreed in the Technical Specification Document; or (d) any particular outcome or commercial result will be achieved through the use of the Deliverables.

All other representations, warranties and conditions (whether express or implied by statute, common law or otherwise) that are not expressly set out in these Terms and Conditions are excluded to the fullest extent permitted by applicable law.

19. Limitation of Liability

Subject to Section 20 below:

19.1 MONODROMY LTD's total aggregate liability to the Client under or in connection with any Agreement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Client to MONODROMY LTD under the relevant Statement of Work in the twelve months immediately preceding the event giving rise to the claim.

19.2 MONODROMY LTD shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) any indirect, consequential or special loss; (b) any loss of profits, revenue, business, opportunity, goodwill or reputation; (c) any loss of data or software; (d) any loss of anticipated savings; (e) any business interruption; or (f) any loss arising from the Client's failure to fulfil its obligations under these Terms and Conditions.

19.3 MONODROMY LTD shall not be liable for any defects in Deliverables to the extent that such defects arise from: (a) modifications made by the Client or a third party; (b) use of Deliverables in conjunction with third-party software or hardware not specified or approved by MONODROMY LTD; (c) the Client's failure to implement updates or recommendations provided by MONODROMY LTD; or (d) incorrect or incomplete information or data provided by the Client.

20. Exclusions from Limitation of Liability

Nothing in these Terms and Conditions excludes or limits MONODROMY LTD's liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited under applicable English law; or (d) any obligations under applicable data protection legislation.

21. Indemnification by the Client

The Client agrees to indemnify and hold MONODROMY LTD, its directors, employees, officers, agents and subcontractors harmless from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by the Client of its obligations under the Agreement; (b) the use of Client Materials provided by the Client, including any claim that such materials infringe the Intellectual Property Rights of any third party; (c) any breach of applicable law by the Client in connection with its use of the Deliverables; (d) any claim arising from personal data processed on behalf of the Client that results from the Client's instructions or a breach by the Client of its data protection obligations.

22. Insurance

MONODROMY LTD maintains professional indemnity insurance, public liability insurance and employer's liability insurance at levels that are commercially reasonable for a software engineering firm of our size and nature of practice. Evidence of current insurance coverage will be provided to the Client on request.

The Client is responsible for maintaining adequate insurance coverage in connection with its own business operations and any systems or infrastructure into which Deliverables are deployed.

23. Term and Commencement

Each Engagement commences on the Commencement Date specified in the relevant Statement of Work and continues until the Services have been completed and all Deliverables accepted and paid for, unless terminated earlier in accordance with Section 24 of these Terms and Conditions.

24. Termination

24.1 Termination for Convenience. Either party may terminate an Engagement by providing written notice to the other party. The notice period required for termination for convenience is 30 days, unless a different notice period is specified in the relevant Statement of Work. Where the Client terminates for convenience, the Client shall pay MONODROMY LTD all Fees for Services performed up to the date of termination, all non-cancellable expenses incurred, and an early termination fee equal to 20% of the remaining Fees that would have been payable for the uncompleted portion of the Engagement.

24.2 Termination for Cause. Either party may terminate an Engagement immediately by written notice to the other party if: (a) the other party commits a material breach of the Agreement and, where such breach is capable of remedy, fails to remedy it within 30 days of receiving written notice specifying the breach and requiring its remedy; (b) the other party becomes insolvent, enters administration or receivership, makes any arrangement with its creditors, or takes or has taken against it any analogous action in any jurisdiction; or (c) the other party ceases or threatens to cease to carry on business.

24.3 Termination by MONODROMY LTD for Non-Payment. MONODROMY LTD may terminate an Engagement immediately by written notice where the Client has failed to pay any undisputed amount within 30 days of the due date and has not remedied such failure within 10 business days of receiving written notice of the failure.

24.4 Effects of Termination. Upon termination of an Engagement: (a) each party shall promptly return or destroy all Confidential Information of the other party in its possession, subject to any retention required by applicable law; (b) the Client shall pay all Fees and charges accrued up to the date of termination; (c) the assignment of Intellectual Property Rights in Deliverables is conditional on full payment of all amounts due; (d) termination does not affect any rights or liabilities accrued before the date of termination; (e) the following provisions survive termination: Sections 11, 12, 14, 15, 19, 20, 21, 28, 29 and 30.

25. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under an Agreement to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party: (a) notifies the other party in writing as soon as reasonably practicable after the Force Majeure Event begins; (b) takes all reasonable steps to mitigate the effect of the Force Majeure Event on its performance; and (c) resumes performance as soon as reasonably practicable after the Force Majeure Event ends.

Where a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Engagement by giving not less than 14 days' written notice, without liability to the other party, save that MONODROMY LTD is entitled to payment for all Services performed up to the date of termination.

26. Project Governance and Reporting

For each Engagement, MONODROMY LTD will designate a named project manager or engagement lead who will serve as the primary point of contact for day-to-day project matters. The Client will designate an equivalent named contact with authority to give instructions and approvals on behalf of the Client.

MONODROMY LTD will provide status updates in a format and frequency agreed with the Client at the outset of each Engagement. Unless otherwise agreed, updates will be provided in writing at weekly intervals during active development phases and fortnightly during specification and advisory phases.

MONODROMY LTD will escalate to the Client's senior contact without delay where it identifies: (a) a risk that could materially affect the timeline, budget or quality of Deliverables; (b) a change in the complexity or scope of the Engagement that was not foreseeable at the time of the Statement of Work; or (c) a dependency on the Client that is at risk of causing delay.

27. Non-Solicitation

During the term of any Engagement and for a period of 12 months following the conclusion of that Engagement, the Client agrees not to, directly or indirectly: (a) solicit or recruit any employee, contractor or subcontractor of MONODROMY LTD who was involved in the delivery of Services under that Engagement; or (b) encourage or induce any such person to leave the employment of or cease providing services to MONODROMY LTD.

In the event that the Client breaches this provision, the Client shall pay MONODROMY LTD a fee equivalent to 12 months' gross remuneration of the relevant individual as reasonable compensation for the disruption and cost of replacement.

28. Dispute Resolution

The parties agree that, in the event of any dispute or disagreement arising in connection with an Agreement, they will first attempt to resolve the dispute by good-faith negotiation between the parties' nominated representatives. Either party may initiate this process by providing written notice to the other, and the parties will meet (in person, by video conference or telephone) within 10 business days of such notice to discuss the dispute.

If the dispute is not resolved by negotiation within 30 days of the written notice (or such longer period as the parties may agree in writing), either party may refer the dispute to mediation conducted by a mediator agreed between the parties, or, in the absence of agreement, appointed by the Centre for Effective Dispute Resolution (CEDR) in London. The costs of mediation shall be shared equally between the parties unless the mediator determines otherwise.

If mediation fails to resolve the dispute within 60 days of the appointment of the mediator, either party may commence proceedings in the courts of England and Wales in accordance with Section 29 of these Terms and Conditions.

Nothing in this Section 28 prevents either party from seeking urgent injunctive or other equitable relief from the courts at any time where the circumstances require it.

29. Governing Law and Jurisdiction

These Terms and Conditions and each Agreement formed pursuant to them shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms and Conditions or any Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

30. General Provisions

30.1 Entire Agreement. Each Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, negotiations, discussions and agreements (whether oral or written) relating to that subject matter. Each party acknowledges that it has not relied on any representation, warranty or undertaking that is not set out in the Agreement.

30.2 Severability. If any provision of these Terms and Conditions or any Agreement is found to be invalid, illegal or unenforceable, it shall be deemed deleted and the remaining provisions shall continue in full force and effect. The parties will negotiate in good faith to replace any deleted provision with a valid provision that, as nearly as possible, achieves the same economic effect as the deleted provision.

30.3 Waiver. A failure by either party to exercise, or a delay in exercising, any right or remedy provided by these Terms and Conditions or by law does not constitute a waiver of that right or remedy. A waiver by either party of a breach of any provision does not constitute a waiver of any subsequent breach of the same or any other provision.

30.4 Assignment. The Client may not assign, transfer, novate or sub-licence any of its rights or obligations under an Agreement without the prior written consent of MONODROMY LTD. MONODROMY LTD may assign or transfer its rights and obligations under an Agreement to an affiliate or in connection with a merger, acquisition or sale of the whole or substantially the whole of its business, without the Client's consent, provided that MONODROMY LTD gives the Client reasonable written notice of any such assignment.

30.5 Notices. All notices, requests, demands and other communications under an Agreement must be in writing and delivered to the other party: (a) by hand; (b) by first class post to the registered address of the relevant party; or (c) by email to the email address designated by the relevant party for formal communications. Notices shall be deemed received: (a) on the date of delivery, if delivered by hand; (b) two business days after posting, if sent by first class post; or (c) on the date of transmission, if sent by email, provided that no automated message indicating non-delivery or failure is received by the sender.

30.6 No Partnership or Agency. Nothing in these Terms and Conditions or any Agreement creates or implies a partnership, joint venture, agency, franchise or employment relationship between MONODROMY LTD and the Client. MONODROMY LTD is an independent contractor, and nothing in the Agreement authorises either party to bind, commit or represent the other to any third party.

30.7 Third-Party Rights. A person who is not a party to an Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that Agreement, except that our indemnified persons may rely on the indemnities set out in Section 21 to the extent permitted by that Act.

30.8 Amendments. These Terms and Conditions may only be amended by MONODROMY LTD by publishing a revised version on our Website. For Engagements already underway at the time of any such revision, the version of these Terms and Conditions applicable at the Commencement Date of the relevant Engagement will continue to apply unless the parties expressly agree in writing to adopt the revised version.

30.9 Counterparts. A Statement of Work or any other written document forming part of an Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same agreement. Electronic signatures are accepted and shall have the same legal effect as original handwritten signatures.

31. Testing, Deployment and Go-Live

Where Deliverables include software to be deployed in a production or live environment, the parties will agree a testing and deployment plan prior to commencement. This plan will set out: (a) the testing environments to be used; (b) the test data and test cases to be applied; (c) the acceptance criteria that must be met before go-live is approved; (d) the rollback procedure in the event of critical failure during deployment; and (e) the roles and responsibilities of each party during the deployment and go-live phases.

MONODROMY LTD will conduct internal quality assurance testing prior to delivering any software Deliverable for Client acceptance testing. We will provide the Client with a test summary report documenting the tests performed, the results obtained and any known limitations or open issues at the time of delivery.

The Client is responsible for conducting user acceptance testing (UAT) in a non-production environment before approving go-live. MONODROMY LTD will support the Client during the UAT phase by providing technical assistance, responding to defect reports and delivering fixes for confirmed defects in accordance with the timelines agreed in the Statement of Work.

Go-live approval must be provided by the Client in writing. MONODROMY LTD will not deploy to a production environment without written authorisation from the Client's designated approver, except where the Statement of Work provides for automated continuous deployment processes that have been agreed by both parties.

Where a go-live activity causes a critical failure in the production environment, MONODROMY LTD will, as its first priority, assist the Client in executing the agreed rollback procedure to restore the prior stable state. Root cause investigation and remediation will commence immediately following stabilisation.

32. Service Levels and Performance Standards

Where an Engagement includes ongoing support, maintenance or managed services beyond the initial delivery phase, the parties may agree service level commitments in a separate schedule or addendum to the Statement of Work. Unless otherwise agreed in writing, MONODROMY LTD does not provide ongoing support or maintenance services as part of a fixed-price delivery engagement.

Where service levels are agreed, they will be defined in terms of: (a) response time — the time within which MONODROMY LTD will acknowledge a reported incident; (b) resolution time — the target time within which MONODROMY LTD will provide a resolution or workaround; (c) availability — where applicable, the target uptime percentage for systems under MONODROMY LTD's management; and (d) priority classification — a defined scheme for categorising incidents by severity and urgency.

Service level commitments are subject to the following exclusions: downtime or degradation attributable to the Client's own systems, infrastructure or third-party services outside MONODROMY LTD's control; scheduled maintenance windows communicated in advance; Force Majeure Events; and incidents caused by the Client's modification of Deliverables without MONODROMY LTD's involvement.

33. Documentation and Knowledge Transfer

MONODROMY LTD considers documentation to be an integral component of every Deliverable, not an optional supplement. For all software Deliverables, we will produce and deliver the following documentation as standard unless otherwise specified in the Statement of Work:

• Technical Architecture Document: A description of the system architecture, component relationships, data flows and key design decisions, including architecture decision records for all significant choices made during the engagement.
• API and Interface Specification: Where applicable, full documentation of all public and internal interfaces, including endpoint descriptions, request and response schemas, authentication requirements and error codes.
• Deployment and Operations Runbook: Step-by-step instructions for deploying, configuring and operating the Deliverable, including environment requirements, configuration parameters, monitoring guidance and standard operating procedures for common maintenance tasks.
• Test Documentation: A summary of the testing approach, test cases applied, results obtained and the basis on which the Deliverable was certified as meeting the agreed specification.
• User or Developer Guide: Where appropriate to the nature of the Deliverable, guidance for the users or developers who will interact with or extend the system.

MONODROMY LTD will, as part of each Engagement conclusion, offer a documentation walk-through session with the Client's technical team to ensure the documentation is understood and that the Client's team is equipped to operate and maintain the Deliverable independently. The duration and format of this knowledge transfer session will be agreed in the Statement of Work.

All documentation will be delivered in commonly used, non-proprietary formats (such as Markdown, PDF or HTML) to ensure longevity and accessibility without dependency on any particular software tool.

34. Third-Party Software and Open Source Components

Where Deliverables incorporate third-party software, including open source libraries and frameworks, MONODROMY LTD will maintain a software composition inventory documenting all such components, their versions and their applicable licences. This inventory will be included as part of the documentation delivered with the Deliverable.

MONODROMY LTD will only incorporate open source components that are compatible with the Client's intended use of the Deliverable and with the assignment of Intellectual Property Rights as set out in Section 11 of these Terms and Conditions. Where open source licences impose conditions on use, distribution or modification (such as copyleft obligations under the GNU General Public Licence or similar licences), MONODROMY LTD will identify and communicate these conditions to the Client.

The Client is responsible for ensuring that its use of Deliverables containing third-party software complies with all applicable licence terms. MONODROMY LTD will provide reasonable assistance to the Client in understanding the obligations arising from third-party software licences incorporated into Deliverables.

Where a Statement of Work requires the use of specific commercial third-party software, the Client is responsible for procuring and maintaining the necessary licences unless otherwise stated. MONODROMY LTD does not provide commercial software licences as part of its services unless explicitly included in the Statement of Work.

35. Audit Rights

Where required by applicable law or regulation, the Client may, on not less than 30 days' prior written notice, request that MONODROMY LTD provide evidence of compliance with the data protection, information security and other obligations set out in these Terms and Conditions. MONODROMY LTD will cooperate with any such request by providing relevant documentation and, where reasonably necessary, by permitting the Client's designated auditor to conduct an inspection of MONODROMY LTD's relevant processes and controls, subject to: (a) the auditor being bound by obligations of confidentiality at least equivalent to those in Section 14 of these Terms and Conditions; (b) the audit being conducted at the Client's expense; (c) no more than one audit being conducted in any rolling 12-month period except where a material compliance concern is established; and (d) the audit not materially disrupting MONODROMY LTD's ongoing operations or those of other clients.

MONODROMY LTD maintains records of its professional activities, project documentation and technical deliverables in accordance with applicable law. These records may be disclosed to the Client on request to the extent they relate to the Client's own Engagement.

36. Regulatory Compliance

Each party is responsible for ensuring that its own activities in connection with an Agreement comply with all applicable laws and regulations, including sector-specific regulatory requirements applicable to its industry. Where an Engagement involves the development of systems that must comply with specific regulatory frameworks (such as financial services regulation, data protection law, health and safety standards, or export control regulations), the Client is responsible for: (a) identifying all applicable regulatory requirements at the outset of the Engagement; (b) ensuring that the specification provided to MONODROMY LTD accurately reflects those requirements; and (c) obtaining any required regulatory approvals, certifications or third-party assessments of Deliverables before deploying them in a regulated context.

MONODROMY LTD will use reasonable endeavours to develop Deliverables in a manner consistent with the regulatory requirements identified in the agreed specification. However, MONODROMY LTD does not provide regulatory compliance advice and does not warrant that any Deliverable meets any specific regulatory standard unless such compliance has been expressly agreed as a deliverable in the Statement of Work and the relevant regulatory requirements have been fully specified in the Technical Specification Document.

37. Personnel and Continuity

MONODROMY LTD will assign personnel to each Engagement who have the skills and experience appropriate to the nature of the work. We will notify the Client of the key personnel assigned to each Engagement at the outset. Where it becomes necessary to substitute key personnel during an Engagement, MONODROMY LTD will use reasonable endeavours to provide personnel of equivalent skill and experience and will provide the Client with reasonable advance notice of any such substitution.

The Client may not, without our prior written consent, direct instructions relating to specific work activities to individual MONODROMY LTD personnel; all instructions must be directed to the nominated engagement lead. This reflects the independent contractor relationship between the parties and does not affect MONODROMY LTD's obligations to deliver the agreed Services to the agreed standard.

MONODROMY LTD is not obliged to make any particular individual available for any particular Engagement, and the assignment of any individual to an Engagement does not create any employment, agency or personal service relationship between that individual and the Client.

38. Benchmarking and Performance Measurement

Where a Statement of Work specifies performance benchmarks, throughput targets, latency requirements or other measurable performance criteria for a Deliverable, MONODROMY LTD will design and test the Deliverable against those criteria as part of the standard delivery process. Performance targets will be set out with sufficient specificity in the Technical Specification Document to enable meaningful measurement, including: the testing conditions under which the performance targets apply; the hardware and software environment assumed; the data volumes and concurrency levels to be used in testing; and the measurement methodology.

Where performance targets are specified, MONODROMY LTD will conduct performance testing prior to delivery and will provide the Client with a performance test report documenting the results. Where a Deliverable does not meet agreed performance targets at delivery, it will be treated as a defect and rectified in accordance with the acceptance process set out in Section 6 of these Terms and Conditions.

Performance targets apply to the Deliverable as tested in the specified test environment. MONODROMY LTD does not warrant that performance targets will be maintained where the Client deploys the Deliverable in environments with materially different hardware specifications, data volumes or concurrency levels than those specified.

39. Environmental and Social Responsibility

MONODROMY LTD is committed to conducting its business in a manner that is consistent with its responsibilities as a corporate citizen. In the conduct of our engineering practice, we give consideration to: the energy efficiency of systems we design and deploy; the reduction of unnecessary computational resource consumption; and the use of environmentally responsible procurement practices for any hardware or cloud computing resources we procure on behalf of clients.

We are committed to maintaining a working environment that is free from discrimination, harassment and exploitation, and to dealing fairly and honestly with all clients, suppliers and other business contacts.

40. Interpretation of Scope Ambiguities

Where an ambiguity arises in the interpretation of a Statement of Work or the Technical Specification Document, the following principles of interpretation shall apply: (a) the document should be read as a whole, giving effect to all its provisions; (b) technical terms should be interpreted according to their established meaning in the relevant field of software engineering and computer science; (c) where ambiguity cannot be resolved by reference to the document itself, the parties will discuss the ambiguity in good faith and agree a reasonable interpretation before proceeding; (d) the party who drafted the ambiguous provision shall not benefit from an interpretation that is more favourable to it than a neutral reading would support.

Where an ambiguity in the specification cannot be resolved by discussion and good-faith interpretation, MONODROMY LTD will proceed on the basis of the most technically conservative interpretation consistent with the evident purpose of the relevant provision, and will document the interpretation adopted in the project record.

41. Preservation of Rights

Except as expressly provided in these Terms and Conditions, no provision of any Agreement shall be construed as conferring any rights on any party by implication, estoppel or otherwise beyond those expressly granted. All rights not expressly granted are reserved. The exercise of any right by either party does not limit or restrict its ability to exercise any other right available to it under the Agreement or at law.

42. Professional Conduct and Ethics

MONODROMY LTD is committed to maintaining the highest standards of professional conduct in all its business activities. Our engineering practice is guided by the principles of accuracy, honesty, transparency and professional integrity. We will: provide honest assessments of technical feasibility, risk and timeline, even where such assessments are not what the Client wishes to hear; disclose promptly any conflicts of interest that may affect our ability to provide impartial advice; not accept engagements in which we do not have or cannot reasonably obtain the technical expertise required; and maintain the confidentiality of client information in accordance with our obligations under Section 14 of these Terms and Conditions.

Where MONODROMY LTD identifies an issue during an Engagement that, in our professional opinion, creates a material risk to the Client's business, system security, data protection obligations or regulatory compliance, we will bring it to the Client's attention promptly in writing, regardless of whether addressing that issue falls within the agreed scope of the Engagement.

43. Anti-Bribery and Anti-Corruption

Each party warrants that it has not offered, given, requested or accepted, and will not offer, give, request or accept, any bribe, corrupt payment, kickback or other improper payment or advantage in connection with the Agreement. Each party will comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010 and all applicable regulations made under it. Each party will maintain adequate procedures to prevent persons associated with it from engaging in conduct that would constitute an offence under the Bribery Act 2010.

44. Modern Slavery

MONODROMY LTD is committed to acting ethically and with integrity in all its business relationships and to implementing and enforcing effective systems and controls to ensure modern slavery and human trafficking is not taking place in our business or supply chains. We will notify the other party immediately if we become aware of any actual or suspected incidents of modern slavery in connection with our Agreement.

45. Subcontracting and Associates

MONODROMY LTD may, without the prior consent of the Client, subcontract or delegate elements of the Services to qualified subcontractors or associates who possess the relevant technical expertise. Where we engage subcontractors, we will: (a) ensure that each subcontractor is bound by written obligations of confidentiality, data protection and professional conduct that are at least equivalent to those set out in these Terms and Conditions; (b) remain fully responsible to the Client for the performance of any subcontracted work; (c) conduct appropriate due diligence on subcontractors' technical qualifications; and (d) not engage any subcontractor who would represent a conflict of interest with the Client's business.

Where the Client has a reasonable objection to MONODROMY LTD's use of a specific subcontractor or associate, and that objection is communicated in writing with specific grounds, MONODROMY LTD will consider the objection in good faith and, where it is reasonable to do so, will use an alternative resource. The Client acknowledges that MONODROMY LTD's ability to deliver Services within agreed timelines may be affected where the Client restricts subcontracting arrangements.

MONODROMY LTD will not sub-license the assignment of Intellectual Property Rights described in Section 11.1 of these Terms and Conditions without the Client's prior written consent. Any work product created by subcontractors in connection with the Engagement shall be covered by the IP assignment provisions of these Terms and Conditions in the same manner as work product created directly by MONODROMY LTD employees.

46. Source Code and Versioning

For software Deliverables, MONODROMY LTD will maintain all source code under version control throughout the development process. The version control history will be included in the final delivery package transferred to the Client upon Engagement completion and payment of all amounts due. The Client will receive complete, buildable source code for all Deliverables that are the subject of the Intellectual Property assignment under Section 11.1, together with any build scripts, configuration files and dependency specifications required to compile or build the Deliverable from source.

MONODROMY LTD will maintain clear code that follows recognised engineering standards and is accompanied by sufficient inline documentation to enable a competent software engineer to understand the purpose and operation of each significant component. We will not obfuscate or otherwise deliberately impede the readability or maintainability of source code included in Deliverables.

Where MONODROMY LTD maintains source code repositories on behalf of the Client, those repositories will be accessible to the Client at all times during the Engagement. Upon conclusion of the Engagement, all repositories will be transferred to the Client's control or the Client's designated version control platform, at the Client's election.

47. Disaster Recovery and Business Continuity

Where MONODROMY LTD provides managed services, hosted systems or ongoing support that includes responsibility for the availability of deployed systems, we will maintain appropriate business continuity and disaster recovery provisions. The specific recovery time objectives (RTO) and recovery point objectives (RPO) applicable to any managed service will be set out in the relevant Statement of Work.

For standard development and consulting Engagements that do not include ongoing managed services, MONODROMY LTD maintains internal business continuity provisions to ensure that project work can continue in the event of personnel absence, equipment failure or other operational disruption. We will notify the Client promptly if any such disruption is likely to materially affect our ability to meet agreed timelines.

48. Feedback and Portfolio Use

MONODROMY LTD values feedback from clients and welcomes any comments or suggestions regarding our services. Any feedback provided by the Client may be used by MONODROMY LTD to improve our services and processes. The Client grants MONODROMY LTD a non-exclusive, royalty-free, perpetual licence to use any feedback for such purposes.

MONODROMY LTD may reference the Client's organisation as a client on our Website, in marketing materials and in proposals to prospective clients, unless the Client notifies us in writing that it does not consent to such reference. Where we reference a client, we will describe the nature of the engagement in general terms without disclosing Confidential Information. The Client may request removal of any such reference at any time by providing written notice, and MONODROMY LTD will remove the reference within 30 days of such request.

49. Representations and Warranties

Each party represents and warrants to the other that: (a) it has the full legal capacity and authority to enter into the Agreement and to perform its obligations under it; (b) the Agreement has been duly authorised and, when executed, constitutes a valid, binding and enforceable obligation; (c) the entering into and performance of the Agreement does not and will not violate any applicable law or regulation, any provision of the party's constitutional documents, or any agreement to which the party is bound; and (d) there are no pending or threatened legal proceedings, regulatory investigations or other disputes that could materially affect the party's ability to perform its obligations under the Agreement.

MONODROMY LTD further represents and warrants that: (a) it has the requisite professional expertise, skills and experience to provide the Services; (b) to the best of its knowledge, the Deliverables (excluding Client Materials and Third-Party Software) do not infringe the Intellectual Property Rights of any third party; and (c) MONODROMY LTD's performance of the Services does not violate any agreement to which MONODROMY LTD is party, including any obligations of confidentiality to any previous client.

50. Compliance with Applicable Employment Laws

MONODROMY LTD is responsible for ensuring that all personnel engaged in performing Services comply with applicable employment law, health and safety law, immigration law and other applicable legislation. We are responsible for paying all applicable taxes, national insurance contributions and other charges in respect of our personnel.

The Client agrees not to exercise direction or control over MONODROMY LTD's personnel that would be inconsistent with their status as employees or contractors of MONODROMY LTD rather than the Client. Should any authority determine that any MONODROMY LTD personnel should be regarded as an employee or worker of the Client, MONODROMY LTD will not be liable for any costs, claims or obligations arising from such determination.

51. Escrow Arrangements

Where a Client requires source code escrow arrangements for Deliverables — typically in connection with business continuity requirements or where the Client's ongoing operations are critically dependent on a specific Deliverable — the parties may agree to establish a source code escrow with a recognised escrow agent. The terms of any such escrow, including the trigger events for release of the escrowed materials to the Client, will be set out in a separate escrow agreement. The cost of establishing and maintaining any escrow arrangement will be borne by the Client unless otherwise agreed.

52. Definitions Supplement for Technical Terms

For the avoidance of doubt, the following technical terms used in these Terms and Conditions carry the following meanings:

• "API" (Application Programming Interface) means a defined set of methods, protocols and data formats through which software components communicate with one another.
• "ETL" (Extract, Transform, Load) and "ELT" (Extract, Load, Transform) mean data pipeline processes that extract data from source systems, optionally transform or restructure it, and load it into destination systems.
• "HPC" (High-Performance Computing) means computing infrastructure designed to process computationally intensive tasks at high speed, typically using distributed parallel processing architectures.
• "ISO 27001" means the international standard for information security management systems published by the International Organisation for Standardisation.
• "QA" (Quality Assurance) means the systematic process of verifying that software Deliverables meet defined quality requirements and specifications.
• "UAT" (User Acceptance Testing) means the process by which the Client's end users or designated testers verify that a Deliverable meets the agreed requirements in a representative environment.
• "SLA" (Service Level Agreement) means a documented commitment by MONODROMY LTD regarding the performance and availability of services under a managed service or support arrangement.
• "CI/CD" (Continuous Integration/Continuous Delivery or Deployment) means automated software development practices that support frequent code integration, automated testing and streamlined deployment processes.
• "RTO" (Recovery Time Objective) means the maximum acceptable duration of time within which a system or service must be restored following a failure or disaster.
• "RPO" (Recovery Point Objective) means the maximum acceptable amount of data loss, measured in time, that can be tolerated following a failure or disaster.

53. Limitation Period for Claims

Any claim by the Client arising under or in connection with an Agreement must be brought within three years of the date on which the Client became aware (or should reasonably have become aware) of the facts giving rise to the claim, and in any event no later than five years after the Commencement Date of the relevant Engagement. Claims brought outside these limitation periods will be time-barred. Nothing in this Section affects mandatory limitation periods imposed by applicable law.

For the avoidance of doubt, the limitation period for claims relating to defects in Deliverables begins from the date of acceptance of the relevant Deliverable, or from the date on which the defect was discovered or should reasonably have been discovered if it was a latent defect not apparent at acceptance.

54. Language

These Terms and Conditions are written in the English language. Where any translation of these Terms and Conditions is made available, the English language version shall prevail in the event of any conflict or inconsistency between the English version and any translation.

55. Payment Disputes

Where the Client disputes any invoice or part of an invoice, the Client must: (a) notify MONODROMY LTD in writing within 10 business days of receiving the invoice, identifying the specific amounts in dispute and the grounds for the dispute in reasonable detail; (b) pay all undisputed amounts by the due date; and (c) cooperate with MONODROMY LTD in good faith to resolve the dispute promptly. The parties will attempt to resolve any invoice dispute by discussion within 20 business days of the Client's written notice. Where the dispute cannot be resolved, either party may refer it to the dispute resolution procedure in Section 28.

Failure by the Client to raise a dispute within the 10-business-day window will be deemed acceptance of the invoice, except where the Client can demonstrate that it could not reasonably have identified the ground of dispute within that period. MONODROMY LTD reserves the right to charge interest on all amounts found to be properly due but withheld as part of a dispute in accordance with Section 8 of these Terms and Conditions, from the original invoice due date.

56. Compliance with Export Controls

Each party agrees to comply with all applicable export control laws and regulations in connection with the Agreement, including but not limited to the Export Control Order 2008 and any applicable sanctions regimes administered by HM Treasury's Office of Financial Sanctions Implementation (OFSI). Neither party will export, re-export, transfer or disclose any software, technical data or other materials provided under the Agreement to any country, entity or individual in violation of applicable export control laws. Where MONODROMY LTD has reason to believe that a proposed Engagement involves activities subject to export control requirements, we will raise this with the Client and both parties will cooperate to ensure compliance before proceeding.

57. Communications Records

MONODROMY LTD keeps records of written communications related to each Engagement as part of our project management practice. Where a communication that is not already in writing relates to a material decision, agreement or instruction in connection with an Engagement, either party may follow up with a written summary or confirmation for the record. Where a written summary of a verbal communication is provided and the other party does not object to it within five business days of receipt, it will be deemed an accurate record of the communication summarised.

Email communications constitute written communications for the purposes of these Terms and Conditions. MONODROMY LTD may rely on email communications from the Client's designated contact as formal instructions where they concern matters within the scope of that contact's authority.

58. Headings and Numbering

The headings and section numbers in these Terms and Conditions are included for convenience of reference only and do not affect the interpretation of any provision. Where a reference to a numbered section is included in these Terms and Conditions, it refers to the section of the same number in this document unless otherwise stated.

59. Electronic Contracting

The parties agree that a Statement of Work, Change Request or other contractual document may be executed by electronic means, including by electronic signature or by email exchange in which each party confirms its agreement to be bound. Electronic execution and electronic communications shall have the same legal effect as execution in original wet ink and original written communications, and neither party shall contest the validity or enforceability of any Agreement on the grounds that it was entered into by electronic means.

Where MONODROMY LTD provides a Statement of Work or proposal in electronic form and the Client authorises commencement of Services by conduct (including by email instruction, payment of a deposit or commencement of cooperation activities), such conduct shall constitute acceptance of the terms set out in the document and these Terms and Conditions, even if the document has not been formally counter-signed.

60. Further Assurance

Each party agrees to execute any further documents, instruments or assurances and to take any further steps reasonably required by the other party to give effect to the provisions of these Terms and Conditions and any Agreement entered into pursuant to them. This obligation includes cooperation in connection with the transfer of Intellectual Property Rights in Deliverables as contemplated by Section 11, the establishment of data processing agreements as contemplated by Section 15, and the completion of any formalities required under applicable law in connection with the Agreement.

In particular, the Client undertakes to execute any formal assignment deed or similar document required to perfect the transfer of Intellectual Property Rights in Deliverables where MONODROMY LTD determines that such formal execution is required under the laws of any relevant jurisdiction. MONODROMY LTD will prepare and present any such document to the Client within a reasonable time following completion of the relevant Engagement and payment of all amounts due. The Client shall execute and return such documents within 30 days of receipt.

61. Status and Precedence of Documents

These Terms and Conditions represent the standard terms governing all service Engagements between MONODROMY LTD and its clients. They are supplemented by the specific terms of each Statement of Work, which addresses the particular scope, deliverables, fees and other commercially specific matters for each individual Engagement. In the event of inconsistency between a Statement of Work and these Terms and Conditions, the Statement of Work prevails to the extent of that inconsistency, unless the Statement of Work expressly states that a specific provision of these Terms and Conditions applies notwithstanding any apparent conflict.

The order of precedence of documents forming an Agreement is as follows, in descending order of priority: (1) any signed amendment or addendum expressly stating that it takes precedence; (2) the Statement of Work (including any annexes or schedules to it); (3) the Technical Specification Document (once agreed); (4) these Terms and Conditions; and (5) any other document incorporated by express reference. Where a document at a higher level of precedence is silent on a matter addressed by a lower-level document, the lower-level document shall apply.

31. Contact Information

For all matters relating to these Terms and Conditions, service engagements or any other contractual or commercial query, please contact MONODROMY LTD:

• By post: MONODROMY LTD, 19 George Street West, LUTON, LU1 2BJ, United Kingdom
• By email: assist@monodromy.click
• By telephone: +44 7829 254654

These General Terms and Conditions were last reviewed and updated on 1 May 2026. They apply to all Engagements entered into on or after 1 May 2026. MONODROMY LTD is registered in England and Wales. All rights reserved.