Terms of Business

1

Introduction

These Terms of Business ("Terms") govern the relationship between Staffpoint ("we", "us", "our") and any individual or organisation ("Client", "you") that engages our AI consultancy services. By engaging our services, you agree to be bound by these Terms.

These Terms should be read alongside any Statement of Work, proposal, or engagement letter we issue. In the event of a conflict, the Statement of Work takes precedence over these Terms.

2

Our Services

Staffpoint provides AI consultancy services including but not limited to:

• AI Audit & Strategy: assessment of your current operations and identification of AI opportunities.
• Implementation: technical build and integration of AI tools and workflows.
• Managed Partnership: ongoing operational support and optimisation of AI systems.

The specific scope, deliverables, timeline, and fees for each engagement will be set out in a Statement of Work agreed between us before work commences.

3

Fees and Payment

Fees are as agreed in the relevant Statement of Work. Unless otherwise stated:

• Invoices are issued monthly in arrears or at agreed project milestones.
• Payment is due within 14 days of the invoice date.
• We reserve the right to charge interest on overdue invoices at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• All fees are exclusive of VAT, which will be added at the applicable rate.

4

Client Obligations

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

• Provide timely access to relevant systems, data, documentation, and personnel.
• Appoint a named contact with authority to give instructions and approvals.
• Review and provide feedback on deliverables within agreed timescales.
• Ensure that any data or materials you provide do not infringe the rights of third parties.
• Comply with all applicable laws in connection with your use of our deliverables.

5

Intellectual Property

Unless otherwise agreed in writing:

• All intellectual property in deliverables created specifically for you vests in you upon receipt of full payment.
• We retain ownership of all pre-existing intellectual property, methodologies, tools, and frameworks that we bring to the engagement.
• We may use anonymised, aggregated insights from our work together to improve our services and for promotional purposes, provided no confidential information is disclosed.

6

Confidentiality

Each party agrees to keep confidential all information received from the other party that is designated as confidential or that ought reasonably to be regarded as confidential ("Confidential Information"). This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to disclosure.
• Is independently developed without reference to the Confidential Information.
• Is required to be disclosed by law or regulatory authority.

Confidentiality obligations survive termination of an engagement for a period of 3 years.

7

Limitation of Liability

To the fullest extent permitted by law:

• Our total aggregate liability to you in connection with any engagement shall not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to the claim.
• We shall not be liable for any indirect, consequential, special, or punitive damages, loss of profit, loss of revenue, or loss of anticipated savings, even if we have been advised of the possibility of such damages.
• Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

8

Termination

Either party may terminate an engagement by giving 30 days' written notice. In addition, either party may terminate immediately by written notice if the other party:

• Commits a material breach of these Terms and, where remediable, fails to remedy it within 14 days of written notice.
• Becomes insolvent, enters administration, or makes an arrangement with creditors.

On termination, you shall pay for all work completed up to the termination date. We will deliver all completed deliverables and any work in progress upon receipt of payment.

9

Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

Each party irrevocably agrees 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.