Legal • Terms • Conditions

Terms & Conditions

The terms governing the provision of services by Epoch AI Consulting, registered in England and Wales under number 16773420.

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Application and Entire Agreement

  1. 1.
    These Terms and Conditions apply to the provision of the services detailed in our quotation or statement of work (Services) by Epoch AI Consulting a company registered in England and Wales under number 16773420 whose registered office is at 6 Ormond Pl, Frogmore House, Gloucestershire, GL50 1JD (we or us or Service Provider) to the person buying the services (you or Customer).
  2. 2.
    You are deemed to have accepted these Terms and Conditions when you accept our quotation or statement of work or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation or statement of work (the Contract) are the entire agreement between us.
  3. 3.
    You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  4. 4.
    These Terms and Conditions prevail over anything inconsistent in a quotation, statement of work or other document, and over any terms you seek to impose, unless we have expressly agreed otherwise in writing signed by us.

Interpretation

  1. 5.
    A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
  2. 6.
    The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  3. 7.
    Words imparting the singular number shall include the plural and vice-versa.

Services

  1. 8.
    We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
  2. 9.
    We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
  3. 10.
    All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
  4. 11.
    Your sole and exclusive remedy for any defect in the Services is that we will re-perform the affected Services within a reasonable time. Save as expressly set out in these Terms and Conditions, all warranties, conditions and terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
  5. 12.
    We do not warrant that the Services or any deliverables will be uninterrupted, error-free, or fit for any purpose beyond that expressly stated in the quotation. Where we assess, review or modify any systems, code, data or materials that we did not create, we are not responsible for any defect, security issue or other problem that existed before our involvement, and we do not warrant that any such pre-existing system is free of defects or fit for any purpose.

Artificial Intelligence and Automated Tools

  1. 13.
    We may use artificial intelligence and other automated tools in performing the Services.
  2. 14.
    Artificial intelligence output can contain errors or omissions. You are responsible for reviewing and validating all deliverables before relying on them, and for any decision or action you take based on them.
  3. 15.
    We are not liable for any loss or damage arising from your use of, or reliance on, any artificial intelligence output or deliverable, except to the extent it results from our failure to use reasonable care and skill.
  4. 16.
    You are responsible for ensuring that you have all rights, permissions and lawful bases necessary for us to process, including through artificial intelligence and automated tools, any data or materials you provide to us.

Your Obligations

  1. 17.
    You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
  2. 18.
    If you do not comply with the clause above (obtaining permissions and giving access), we can terminate the Services.
  3. 19.
    We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees

  1. 20.
    The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
  2. 21.

    In addition to the Fees, we can recover from you

    1. a)reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,
    2. b)the cost of services provided by third parties and required by us for the performance of the Services, and
    3. c)the cost of any materials required for the provision of the Services.
  3. 22.
    You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of the clause above (additional recoverable costs) also apply to these additional services.
  4. 23.
    The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and Amendment

  1. 24.
    We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
  2. 25.
    Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
  3. 26.
    If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
  4. 27.
    If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

  1. 28.

    We will invoice you for payment of the Fees either:

    1. a)monthly in arrears for time and materials provided during the preceding month; or
    2. b)on completion of the Services, for engagements lasting less than one month; or
    3. c)on the invoice dates set out in the quotation.
  2. 29.
    You must pay the Fees due within 5 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
  3. 30.
    Time for payment shall be of the essence of the Contract.
  4. 31.
    Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8.00% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
  5. 32.
    All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
  6. 33.
    If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
  7. 34.
    Receipts for payment will be issued by us only at your request.
  8. 35.
    All payments must be made in British Pounds unless otherwise agreed in writing between us.

Confidentiality

  1. 36.
    Each party (the Receiving Party) must keep confidential all non-public information of the other (the Disclosing Party) that it receives in connection with the Contract. Our confidential information includes our methods, know-how, tools, software, templates, artificial intelligence workflows, pricing and the terms of the Contract.
  2. 37.
    The Receiving Party may use the Disclosing Party’s confidential information only to perform or receive the Services, and may disclose it only to those of its personnel, subcontractors and advisers who need it and are bound by equivalent obligations, and the Receiving Party remains responsible for their compliance.
  3. 38.
    These obligations do not apply to information that is or becomes public other than through a breach of the Contract, that is lawfully received from a third party without restriction, or that must be disclosed by law or a regulator. They continue for three years after the Contract ends.
  4. 39.
    You acknowledge that damages may not be an adequate remedy for any breach of this section and that we may seek injunctive or other equitable relief.

Sub-contracting and Assignment

  1. 40.
    We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party. We will procure that any subcontractor is bound by confidentiality and data protection obligations no less protective than those in these Terms and Conditions.
  2. 41.
    You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Non-Solicitation

  1. 42.
    During the Contract and for a period of 12 months after it ends, you must not, without our prior written consent, directly or indirectly solicit, entice away, employ or engage any of our personnel who were involved in providing the Services.
  2. 43.
    If you breach the clause above, you will pay us a sum equal to 30% of the relevant individual’s gross annual salary or fee for their first year of employment or engagement with you, which the parties agree is a genuine pre-estimate of the loss we would suffer.

Termination

  1. 44.

    We can terminate the provision of the Services immediately if you:

    1. a)commit a material breach of your obligations under these Terms and Conditions; or
    2. b)fail to make pay any amount due under the Contract on the due date for payment; or
    3. c)are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
    4. d)enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. e)convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
  2. 45.
    On termination or expiry of the Contract for any reason, you must immediately pay all Fees and expenses for Services performed up to the date of termination, including any work in progress. Any provision of these Terms and Conditions which is intended to survive termination, including those on confidentiality, intellectual property, non-solicitation and liability, continues in force.

Intellectual Property

  1. 46.

    Intellectual property rights arising under the Contract are owned as follows:

    1. a)"Client IP" means the intellectual property rights in the deliverables and work product we create specifically for you, and which you pay us to create, under the Contract. We assign the Client IP to you progressively: as you pay each invoice, the intellectual property rights in the deliverables and work product created up to the end of the period covered by that invoice pass to you with full title guarantee, including any code we commit to your repositories and any reports or written deliverables we produce for you.
    2. b)"Epoch IP" means all other intellectual property rights we own or develop, including our pre-existing materials and anything we develop independently of the Contract and outside your paid time, such as our methods, know-how, tools, software, templates and artificial intelligence workflows. All Epoch IP remains our sole and exclusive property, even where it is similar to or informed by work done for you.
    3. c)Where any Epoch IP is incorporated into a deliverable, we grant you a non-exclusive, non-transferable, perpetual, royalty-free licence to use that Epoch IP only to the extent necessary to use the deliverable for your own internal business purposes.
    4. d)Any third-party or open-source materials incorporated in a deliverable are provided to you under their own licence terms and are not assigned under paragraph (a).
    5. e)You own the Client IP in all deliverables for which you have paid. Intellectual property in any deliverable for which payment has not been received by its due date remains with us, and you have no right or licence to use it. If you fail to pay any invoice when due, we may suspend or cease work and terminate the Contract, and in that case you will keep the Client IP in the deliverables you have already paid for but acquire no rights in any further or unpaid work.
    6. f)You retain all intellectual property rights in your own systems, code, data and materials made available to us, and nothing in the Contract transfers any of your pre-existing intellectual property to us.
    7. g)We do not warrant that the deliverables do not infringe the intellectual property rights of any third party, and we give no intellectual property indemnity. You are responsible for satisfying yourself as to your use of the deliverables.
    8. h)We reserve the right to take any appropriate action to restrain or prevent the infringement of our intellectual property rights.

Liability and Indemnity

  1. 47.
    Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
  2. 48.
    The total aggregate amount of our liability for all claims arising out of or in connection with the Contract is limited to the total amount of Fees payable by you under the Contract.
  3. 49.
    We have no liability for any claim unless you notify us in writing of the claim within 12 months of becoming aware of the circumstances giving rise to it, and in any event within 12 months of the relevant Services being performed.
  4. 50.

    We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

    1. a)any indirect, special or consequential loss, damage, costs, or expenses or;
    2. b)any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
    3. c)any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. d)any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
    5. e)any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
  5. 51.
    You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
  6. 52.
    You indemnify us against all claims, losses, fines, damages and costs we suffer or incur arising from your breach of data protection law, your processing instructions, or your failure to have a lawful basis for any processing of personal data under the Contract.
  7. 53.
    Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

  1. 54.
    When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
  2. 55.
    The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
  3. 56.
    For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
  4. 57.
    The Customer warrants that it has, and will maintain, all notices, consents and lawful bases required for the Service Provider to process Personal Data as contemplated by the Contract, and that its processing instructions comply with data protection law.
  5. 58.
    The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
  6. 59.
    The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
  7. 60.
    The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
  8. 61.
    Taking into account the nature of the processing, the Service Provider shall provide reasonable assistance to the Customer, at the Customer’s cost, with data subject requests and with the Customer’s security, breach-notification and impact-assessment obligations; shall notify the Customer without undue delay on becoming aware of a personal data breach affecting the Customer’s Personal Data; and shall, on termination, delete or return the Customer’s Personal Data except to the extent it is required to retain it by law.
  9. 62.
    Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found at https://www.epochaiconsulting.com/privacy. For any enquiries or complaints regarding data privacy, you can email: joe.watkins@epochaiconsulting.com.

Circumstances Beyond a Party’s Control

  1. 63.
    Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

  1. 64.
    All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
  2. 65.

    Notices shall be deemed to have been duly given:

    1. a)when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. b)when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. c)on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. d)on the tenth business day following mailing, if mailed by airmail.
  3. 66.
    All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No Waiver

  1. 67.
    No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

  1. 68.
    If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and Jurisdiction

  1. 69.
    These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.