Terms of Service

1. Definitions and Interpretation

In these Terms of Service ("Terms"), the following definitions apply:

• — "Company" refers to Serqet ("Serqet", "we", "us", or "our"), a technology consulting firm operating in Gloucestershire, United Kingdom.
• — "Client" refers to any individual, partnership, company, or organisation engaging our services ("you" or "your").
• — "Services" encompasses all consulting, development, implementation, and advisory services provided by Serqet.
• — "Deliverables" means all work products, documentation, software, systems, and materials created or provided under an engagement.
• — "Engagement Agreement" refers to the specific contract, statement of work, or project agreement between Serqet and the Client.

2. Acceptance and Scope of Terms

By engaging Serqet for services, submitting a consultation request, or accessing our website, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms constitute a legally binding agreement between you and Serqet.

All services are provided pursuant to individual Engagement Agreements that specify project scope, deliverables, timeline, fees, and specific terms applicable to that engagement. In the event of conflict between these Terms and an Engagement Agreement, the Engagement Agreement shall prevail with respect to that specific engagement.

Serqet reserves the right to modify these Terms at any time. Continued use of our services following any modifications constitutes acceptance of such modifications.

3. Services and Professional Standards

Serqet provides professional technology consulting services, including but not limited to:

• — Artificial intelligence and machine learning solutions
• — Business process automation and optimization
• — Custom software development and system integration
• — Digital transformation consulting and strategy
• — Technical architecture and implementation services

We commit to performing all services with reasonable care and skill in accordance with industry standards and best practices. Our services are performed by qualified professionals with relevant expertise in technology consulting and development.

All services are provided on a professional consulting basis. Serqet does not guarantee specific business outcomes or financial results, though we endeavour to deliver solutions that meet or exceed Client expectations and industry standards.

4. Client Obligations and Cooperation

Successful delivery of services requires active Client participation and cooperation. The Client agrees to:

• — Provide timely access to necessary information, systems, personnel, and resources
• — Designate authorised representatives with appropriate decision-making authority
• — Provide prompt feedback and approvals as required for project progression
• — Ensure accuracy and completeness of all information provided to Serqet
• — Comply with all reasonable requests for cooperation and assistance
• — Maintain secure systems and follow recommended security practices

Delays caused by Client failure to fulfill these obligations may result in project timeline extensions and additional fees. Serqet shall not be liable for delays or failures resulting from Client's non-cooperation or failure to meet agreed obligations.

5. Fees, Payment Terms, and Expenses

Fees for services are specified in the applicable Engagement Agreement. Unless otherwise agreed:

• — Fees are quoted in British Pounds Sterling (GBP) and exclude VAT
• — Payment terms are net 30 days from invoice date unless otherwise specified
• — Late payments incur interest at 8% above the Bank of England base rate per annum
• — Serqet reserves the right to suspend services for accounts more than 30 days overdue
• — Clients are responsible for all reasonable out-of-pocket expenses incurred in service delivery

For fixed-price engagements, fees remain constant unless scope changes are mutually agreed in writing. For time-and-materials engagements, fees are based on actual time expended at agreed hourly or daily rates.

All fees are non-refundable once services have commenced, except as otherwise specified in the Engagement Agreement or required by law.

6. Intellectual Property Rights

6.1 Client Deliverables: Upon full payment of all fees, Client shall own all intellectual property rights in custom Deliverables specifically created for Client under the Engagement Agreement, including custom code, documentation, and materials developed exclusively for Client's use.

6.2 Serqet Intellectual Property: Serqet retains all rights, title, and interest in:

• — Pre-existing intellectual property, methodologies, frameworks, and tools
• — Generic knowledge, techniques, and expertise developed during engagements
• — Modifications and improvements to Serqet's proprietary assets
• — Templates, libraries, and reusable components

6.3 Third-Party Components: Deliverables may incorporate third-party software, libraries, or components subject to separate license terms. Client's use of such components is subject to applicable third-party licenses.

6.4 License Grant: Client grants Serqet a non-exclusive, worldwide license to use Client's information and materials solely for the purpose of providing services and fulfilling Serqet's obligations under the Engagement Agreement.

6.5 Portfolio Rights: Serqet may reference Client's name and provide general descriptions of services performed for portfolio and marketing purposes, unless Client expressly objects in writing.

7. Confidentiality and Data Protection

7.1 Confidential Information: Each party agrees to maintain in strict confidence all non-public information disclosed by the other party ("Confidential Information"). This obligation continues for a period of five (5) years following termination of the relationship.

7.2 Permitted Disclosure: Confidential Information may be disclosed only:

• — To employees, contractors, and advisors who need to know and are bound by confidentiality obligations
• — As required by law, regulation, or court order (with prior notice where permitted)
• — With the disclosing party's prior written consent

7.3 Data Protection: Serqet processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our data processing practices are detailed in our Privacy Policy.

7.4 Security Measures: Serqet implements appropriate technical and organisational measures to protect Client information, including encryption, access controls, security monitoring, and regular security assessments.

8. Warranties and Representations

8.1 Serqet Warranties: Serqet warrants that:

• — Services will be performed in a professional and workmanlike manner
• — We have the necessary skills, expertise, and resources to deliver services
• — Deliverables will materially conform to specifications in the Engagement Agreement
• — We will not knowingly introduce malicious code or vulnerabilities
• — Services will not infringe third-party intellectual property rights

8.2 Client Warranties: Client warrants that:

• — They have authority to enter into the Engagement Agreement
• — All information provided is accurate, complete, and lawful
• — They have necessary rights to any materials provided to Serqet
• — Use of services will comply with applicable laws and regulations

8.3 Warranty Period: Warranties for deliverables extend for ninety (90) days from delivery, unless otherwise specified. Client must report defects promptly. Serqet's sole obligation for breach of warranty is to re-perform defective services or, if re-performance is not feasible, refund fees for the defective portion.

8.4 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, Serqet DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Serqet does not warrant uninterrupted or error-free performance, or that deliverables will meet all Client requirements or expectations.

9. Limitation of Liability

9.1 Liability Cap: Serqet's total aggregate liability arising from or related to any engagement, regardless of the form of action (whether contract, tort, negligence, or otherwise), shall not exceed the total fees paid by Client under the applicable Engagement Agreement in the twelve (12) months preceding the claim.

9.2 Excluded Damages: IN NO EVENT SHALL Serqet BE LIABLE FOR:

• — Indirect, incidental, special, consequential, or punitive damages
• — Loss of profits, revenue, business opportunities, or anticipated savings
• — Loss or corruption of data or information
• — Business interruption or downtime
• — Cost of substitute services or products
• — Reputational harm or damage to goodwill

These limitations apply even if Serqet has been advised of the possibility of such damages.

9.3 Exceptions: Nothing in these Terms excludes or limits liability for:

• — Death or personal injury caused by negligence
• — Fraud or fraudulent misrepresentation
• — Breach of confidentiality obligations
• — Wilful misconduct or gross negligence
• — Any liability that cannot be excluded or limited under applicable law

9.4 Basis of Bargain: Client acknowledges that fees reflect the allocation of risk set forth in these Terms and that Serqet would not enter into engagements without these limitations.

10. Indemnification

10.1 Client Indemnity: Client agrees to indemnify, defend, and hold harmless Serqet, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• — Client's breach of these Terms or any Engagement Agreement
• — Client's use of deliverables or services in violation of law
• — Infringement of third-party rights by Client-provided materials
• — Client's negligence, wilful misconduct, or failure to follow Serqet's recommendations

10.2 Serqet Indemnity: Serqet agrees to indemnify Client from third-party claims that deliverables created by Serqet infringe third-party intellectual property rights, provided Client promptly notifies Serqet of any claim and cooperates in the defence. Serqet's indemnity obligation does not apply to infringement arising from Client modifications, third-party components, or Client-provided materials.

11. Term, Termination, and Suspension

11.1 Term: These Terms remain in effect for as long as Client engages Serqet's services. Individual engagements commence upon execution of an Engagement Agreement and continue until completion or termination.

11.2 Termination for Convenience: Either party may terminate an engagement for convenience by providing thirty (30) days' written notice, unless the Engagement Agreement specifies different notice requirements. Client remains liable for fees for work performed and committed resources through the termination date.

11.3 Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within fifteen (15) days of written notice. Serqet may also terminate immediately if Client fails to pay undisputed invoices within fifteen (15) days of due date.

11.4 Effect of Termination: Upon termination:

• — Client shall pay all outstanding fees and expenses through termination date
• — Serqet shall deliver work-in-progress in its then-current state (for termination with payment)
• — Each party shall return or destroy confidential information as directed
• — Obligations regarding confidentiality, intellectual property, and limitations of liability survive

11.5 Suspension: Serqet may suspend services immediately if Client breaches payment obligations or engages in conduct that risks harm to Serqet's systems, reputation, or other clients.

12. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, labour disputes, epidemics, pandemics, utility failures, internet disruptions, or cyber attacks. The affected party shall promptly notify the other party and use reasonable efforts to mitigate effects. If force majeure continues for more than sixty (60) days, either party may terminate the affected engagement without liability.

13. Dispute Resolution

13.1 Good Faith Negotiation: Before initiating formal dispute resolution, parties agree to engage in good faith negotiations for thirty (30) days to resolve any disputes arising from these Terms or any engagement.

13.2 Mediation: If negotiation fails, parties agree to participate in mediation administered by the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediator. Mediation costs shall be shared equally.

13.3 Litigation: If mediation fails to resolve the dispute within sixty (60) days, either party may pursue litigation. Disputes shall be resolved in the courts of England and Wales, and parties submit to the exclusive jurisdiction of those courts.

13.4 Interim Relief: Nothing herein prevents either party from seeking interim or emergency relief (such as injunctions) in court where necessary to protect its rights.

14. General Provisions

14.1 Governing Law: These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

14.2 Entire Agreement: These Terms, together with any Engagement Agreement, constitute the entire agreement between parties regarding the subject matter and supersede all prior discussions, negotiations, and agreements.

14.3 Amendments: Modifications to these Terms must be in writing and signed by authorised representatives of both parties. Serqet may update these Terms on our website, with changes effective upon posting for new engagements.

14.4 Assignment: Client may not assign or transfer rights or obligations without Serqet's prior written consent. Serqet may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to Client.

14.5 Severability: If any provision is found invalid or unenforceable, the remainder shall continue in full force and effect, and the invalid provision shall be modified to reflect the parties' intent to the extent permitted by law.

14.6 Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement of that or any other provision. Waivers must be in writing to be effective.

14.7 Independent Contractor: Serqet is an independent contractor, not an employee, partner, or agent of Client. Nothing herein creates a partnership, joint venture, or agency relationship.

14.8 Notices: All notices must be in writing and delivered by email with confirmation, registered post, or courier to the addresses specified in the Engagement Agreement. Notices are deemed received upon confirmation of delivery.

14.9 Third-Party Rights: These Terms do not confer rights upon any third party. The Contracts (Rights of Third Parties) Act 1999 does not apply.

15. Contact Information

For questions, concerns, or notices regarding these Terms, please contact:

These Terms of Service were last updated on October 4, 2025 and are effective immediately for all new engagements.