Written to be read once and understood, rather than to be technically survivable in a dispute. If a clause here seems unfair, say so before you sign and we will discuss it.
When these terms apply
These terms govern work carried out by Nygon Technologies Ltd. They apply alongside the proposal for a specific piece of work. Where the two disagree, the proposal wins, because it is the document written about your situation.
Nothing here overrides your statutory rights, and nothing here applies to consumers, since we work with organisations only.
How we agree work
Work starts when you accept a written proposal. Each proposal states the scope, the fee, the timescale, who leads the work, and what we need from you. There is no work in progress before that acceptance, and no charge for producing the proposal.
If the scope needs to change once we are underway, we tell you before the change happens and confirm the effect on fee and timescale in writing. You will not learn about a scope change from an invoice.
Fees and payment
Fees are fixed to the scope in the proposal unless it says otherwise. Invoices are payable within 14 days. VAT is added where applicable.
Late payment carries interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. We would rather talk to you than invoke it.
What we need from you
Our work depends on access to the right systems, documents and people. Where that access is delayed, timescales move by the length of the delay.
You are responsible for the accuracy of the information you give us. We will challenge what looks wrong, but we cannot verify everything independently within a fixed fee.
Data protection roles
For personal data you ask us to handle during an engagement, you are the controller and we are the processor. We act on your documented instructions, and the required Article 28 terms are set out in a data processing agreement that forms part of the contract.
For our own business records, including your staff contact details, we are the controller. Our privacy notice covers that.
We will not engage a sub-processor without telling you first and giving you a fair chance to object.
Confidentiality
Anything you show us stays with us. We do not name clients in marketing without written permission, and we do not use your material as an example, anonymised or otherwise, unless you agree to it in writing.
This survives the end of the engagement and has no expiry date.
Who owns the work
On payment in full, you own the deliverables we produce for you: documents, dashboards, models, code and records.
We keep ownership of the methods, templates and general know-how we brought with us or developed along the way. You get a perpetual licence to use anything of ours that is embedded in a deliverable, so nothing you rely on can be withdrawn.
The limits of what we do
We give practical data protection and analytics advice. We are not a law firm and we do not provide legal advice or a legal opinion. Where a question turns on legal interpretation we will say so and recommend you take advice from a solicitor.
We do not guarantee a regulatory outcome. Nobody honestly can. What we do is put you in a defensible position and document the reasoning behind it.
Liability
Neither of us excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.
Subject to that, our total liability for any engagement is capped at the fees paid for that engagement, and we are not liable for loss of profit, loss of business, or indirect or consequential loss.
We carry professional indemnity insurance. Details on request.
Ending an engagement
Either of us may end an engagement on 30 days written notice. You pay for work done up to that point, and we hand over everything completed along with the material needed to continue without us.
Either of us may end it immediately if the other commits a material breach and fails to put it right within 14 days of being asked to.
Governing law
These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.