Terms and Conditions

Last updated: 5 June 2026

These Terms and Conditions ("Agreement") govern the provision of Computer Systems Design and Related Services and associated deliverables by HSKG LTD ("Supplier", "we", "us") to the client entity or individual entering into a contract ("Client", "you"). HSKG LTD is registered in England and Wales with its registered office at 7 Hollywell Road, Birmingham, United Kingdom, B26 3BS. Contact: office@hskg.digital, +447446968148.

By signing a statement of work, purchase order, proposal acceptance, or other ordering document referencing these Terms and Conditions, the Client agrees to be bound by this Agreement. If a signed master services agreement conflicts with these terms, the master services agreement prevails to the extent of conflict.

1. Definitions

In this Agreement: "Deliverables" means tangible or intangible outputs expressly identified in a Statement of Work; "Statement of Work" or "SOW" means a document describing scope, timelines, fees, and specifications; "Confidential Information" means non-public information disclosed by either party marked confidential or reasonably understood to be confidential; "Services" means professional services described in an SOW; "Acceptance" means Client confirmation that Deliverables meet agreed criteria or deemed acceptance as defined herein; "Change Request" means a documented proposal to modify scope, schedule, or fees.

2. Services and Scope

Supplier shall perform Services with reasonable skill and care consistent with industry standards for computer systems design, software engineering, infrastructure architecture, integration, and related technical consulting. Services are limited to the scope defined in the applicable SOW. Requests outside scope require a Change Request. Supplier may subcontract specialised tasks provided Supplier remains responsible for subcontractor performance and confidentiality obligations.

3. Client Responsibilities

Client shall provide timely access to personnel, facilities, systems, data, documentation, and decisions necessary for performance. Delays caused by Client unavailability may extend timelines and incur additional fees. Client warrants that materials supplied do not infringe third-party rights and that Client has authority to provide data, including personal data, for processing under applicable data protection law. Client is responsible for obtaining consents and providing privacy notices to its end users where required.

4. Fees and Payment

Fees are stated in the SOW exclusive of VAT unless stated otherwise. VAT is charged at prevailing UK rates where applicable. Invoices are payable within thirty days of issue unless otherwise agreed. Late payments accrue interest at four percent per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. Supplier may suspend Services for overdue undisputed amounts after written notice. Client shall reimburse reasonable pre-approved expenses documented with receipts.

5. Change Control

Either party may request changes to scope. Supplier will assess impact on fees and schedule and provide a written Change Request. No change is binding until both parties approve in writing. Emergency changes necessary to maintain security or stability may be implemented with subsequent documentation and equitable fee adjustment.

6. Acceptance Testing

Where Acceptance criteria are specified, Client shall test Deliverables within the agreed period and notify Supplier of defects materially failing criteria. Supplier will remedy confirmed defects within reasonable time. If Client does not respond within the testing period, Deliverables are deemed accepted except for latent defects not reasonably discoverable during testing. Deemed acceptance does not waive rights for fraud or wilful misrepresentation.

7. Intellectual Property Rights

Unless otherwise stated in the SOW, upon full payment Client receives a non-exclusive, perpetual, royalty-free licence to use Deliverables for internal business purposes. Supplier retains ownership of pre-existing materials, tools, frameworks, libraries, and general know-how ("Background IP"). Supplier grants Client a licence to Background IP embedded in Deliverables to the extent necessary to use Deliverables. Custom source code expressly designated as Client-owned in the SOW transfers to Client upon full payment. Supplier may reuse non-confidential general skills and techniques acquired during performance.

8. Confidentiality

Each party shall protect Confidential Information using measures no less rigorous than those used for its own confidential materials, and at least reasonable care. Confidential Information may be disclosed to employees, contractors, and advisers with need to know under confidentiality obligations. Disclosure is permitted where required by law or court order with notice where legally allowed. Confidentiality survives termination for five years, except trade secrets which remain protected while confidential.

9. Data Protection

Parties shall comply with UK GDPR and Data Protection Act 2018. Where Supplier processes personal data on Client's behalf, the parties shall execute a data processing addendum specifying subject matter, duration, nature and purpose of processing, data types, categories of data subjects, and security measures. Client instructs Supplier only through documented instructions compatible with law. Supplier shall assist with data subject requests, breach notifications, and impact assessments as reasonably required and subject to additional fees if disproportionate effort is involved.

10. Warranties

Supplier warrants that Services will be performed with reasonable skill and care and that Deliverables will materially conform to specifications in the SOW for ninety days following Acceptance, excluding issues caused by Client modifications, third-party components outside Supplier control, or misuse. Except as expressly stated, all warranties implied by law are excluded to the fullest extent permitted. Supplier does not warrant uninterrupted operation of third-party platforms or that Deliverables will meet Client objectives beyond documented specifications.

11. Limitation of Liability

Nothing limits liability for death or personal injury from negligence, fraud, fraudulent misrepresentation, or liabilities that cannot be limited under applicable law. Subject thereto, neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill, or data. Supplier's aggregate liability arising under or in connection with an SOW shall not exceed the fees paid or payable under that SOW in the twelve months preceding the claim, except that liability for breach of confidentiality or IP infringement indemnity shall not exceed two times that amount unless a different cap is stated in the SOW.

12. Indemnity

Client shall indemnify Supplier against claims arising from Client materials, unlawful instructions, or Client's use of Deliverables in combination with non-Supplier components where the combination causes infringement or harm. Supplier shall indemnify Client against third-party claims that Deliverables, excluding Client materials, infringe UK intellectual property rights, provided Client notifies promptly, allows control of defence, and cooperates reasonably. Remedies for infringement may include modification, replacement, or refund of fees for affected portions.

13. Term and Termination

This Agreement begins on the SOW effective date and continues until completion unless terminated earlier. Either party may terminate an SOW for material breach not remedied within thirty days of written notice. Client may terminate for convenience on thirty days written notice, paying fees for work performed and non-cancellable commitments. On termination, Supplier delivers work in progress and Client pays accrued fees. Clauses intended to survive shall survive, including confidentiality, IP, liability limits, and payment obligations.

14. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, utility failures, pandemics, or governmental actions, provided notice is given and reasonable mitigation attempted. If force majeure continues beyond sixty days, either party may terminate the affected SOW without penalty except payment for work performed.

15. Non-Solicitation

During an SOW and for six months thereafter, neither party shall solicit for employment key personnel directly involved in performance without prior written consent, except general advertisements not targeted at specific individuals. This does not prohibit hires resulting from unsolicited applications independent of performance.

16. Compliance and Export

Parties shall comply with applicable laws, including anti-bribery, modern slavery, and export controls. Client shall not request Services that facilitate unlawful surveillance, discrimination, or circumvention of sanctions. Supplier may refuse instructions that violate law or professional ethics.

17. Insurance

Supplier maintains professional indemnity and public liability insurance at levels reasonable for its operations and shall provide evidence on request for enterprise engagements. Insurance coverage is not a limit on liability except to the extent recoverable proceeds reduce net loss where permitted.

18. Dispute Resolution

Parties shall attempt good faith negotiation to resolve disputes. If unresolved within thirty days, parties may pursue mediation in Birmingham before litigation. The courts of England and Wales have exclusive jurisdiction unless parties agree otherwise in writing. Nothing prevents urgent injunctive relief.

19. Notices

Notices must be in writing delivered by email to designated addresses with confirmation, recorded delivery post, or courier to registered offices. Notices to Supplier: office@hskg.digital and the registered address above. Notices are deemed received on business days according to delivery method stated herein.

20. General

This Agreement constitutes the entire understanding regarding Services unless supplemented by executed SOWs and DPA. Amendments must be in writing signed by authorised representatives. Failure to enforce a provision is not a waiver. Invalid provisions are severed without affecting remainder. Neither party is an agent or partner of the other. Client may not assign without Supplier consent; Supplier may assign to a successor in corporate reorganisation with notice.

21. Project Governance and Communication

Parties shall nominate authorised representatives for decisions, escalations, and Change Request approvals. Regular status meetings shall occur at intervals specified in the SOW or monthly by default. Minutes and action logs may be maintained in shared collaboration tools approved by both parties. Client acknowledges that ambiguous or conflicting instructions from multiple Client stakeholders may delay delivery until a single authorised decision is confirmed in writing.

22. Environments and Access

Supplier may require access to development, staging, and production environments. Client shall provision accounts with least-privilege permissions. Supplier personnel shall comply with Client security policies communicated in advance, including password standards, VPN usage, and acceptable use rules. Remote access credentials remain Client property and shall be revoked promptly upon project completion or personnel change. Supplier logs access activities where systems support auditing.

23. Third-Party Software and Open Source

Deliverables may incorporate third-party or open-source components subject to their licence terms. Supplier shall disclose material open-source dependencies in documentation where practicable. Client is responsible for ongoing licence compliance for third-party products procured at Client direction. Supplier recommends supported versions and patch levels but cannot guarantee vendor roadmaps.

24. Service Levels and Support

Unless an SOW defines service level agreements for managed services, support is best endeavours during UK business hours excluding public holidays in England and Wales. Severity classifications and response targets may be documented separately. Out-of-hours support requires prior written agreement and applicable premiums. Support excludes issues caused by unauthorised changes, environmental factors, or deprecated third-party services.

25. Security and Incident Response

Supplier implements security practices appropriate to the engagement, including secure coding standards, secret management, and vulnerability remediation for Supplier-authored components within agreed windows. Client shall maintain endpoint security, network controls, and backup strategies for hosted environments under Client control. If a security incident affecting Client data occurs within Supplier systems used for the engagement, Supplier shall notify Client without undue delay with available details and cooperate on containment and regulatory notifications as required by law and the DPA.

26. Business Continuity and Backups

Client retains primary responsibility for production backups and disaster recovery unless managed backup services are expressly purchased. Supplier may maintain development backups for continuity of work. Restoration testing recommendations will be documented but execution in Client production remains Client responsibility unless otherwise contracted.

27. Documentation and Training

Supplier shall deliver documentation specified in the SOW, which may include architecture diagrams, runbooks, and administrator guides. Training sessions, if included, are limited to attendees and hours stated. Additional training is available at standard time and materials rates. Documentation reflects system state at handover; subsequent changes by Client may obsolete sections unless maintenance documentation is contracted.

28. Performance and Scalability

Performance benchmarks apply only if explicitly defined with test methodologies, datasets, and infrastructure assumptions. Supplier designs for stated concurrency and data volumes in the SOW; growth beyond parameters may require re-architecture via Change Request. Load testing in production environments requires Client approval and risk mitigation plans.

29. Migration and Data Handling

Data migration scope, validation rules, and rollback plans shall be documented before execution. Client certifies data quality and lawful transfer authority. Supplier performs migrations using agreed tools and verifies record counts and sample integrity as defined in acceptance checks. Residual data in decommissioned systems shall be handled per Client retention policies and secure deletion standards.

30. Cloud and Hosting Arrangements

Where Supplier configures cloud resources, accounts may be established in Client name or managed tenancy per SOW. Client is responsible for ongoing infrastructure fees owed to cloud providers unless Supplier resells managed hosting with included charges. Resource tagging, budget alerts, and identity policies shall follow agreed guardrails. Supplier is not liable for provider outages beyond reasonable configuration of high-availability features explicitly scoped.

31. API and Integration Dependencies

Integrations depend on third-party API availability, rate limits, and schema stability. Supplier implements to documented specifications current at design time; breaking vendor changes require maintenance engagements. Client shall obtain and maintain API keys, OAuth consent, and vendor subscriptions necessary for integrations.

32. Testing Obligations

Supplier conducts unit, integration, and system testing appropriate to Deliverables. User acceptance testing is Client-led unless otherwise stated. Defect severity definitions and fix prioritisation shall be agreed. Cosmetic defects below agreed thresholds may be deferred to future releases without blocking Acceptance if core functionality meets criteria.

33. Warranties and Representations by Client

Client represents that it has authority to enter this Agreement, that budget approvals are in place for fees and third-party costs, and that use of Deliverables will comply with applicable sector regulations relevant to Client's industry. Client shall inform Supplier of known compliance constraints during discovery.

34. Publicity and References

Supplier may list Client name and general project description in portfolios and credentials after public launch unless Client objects in writing before launch. Detailed case studies require Client approval of factual content. Confidential engagements may be anonymised in marketing materials.

35. Subcontracting and Personnel

Supplier assigns qualified personnel and may substitute personnel of comparable skill with notice. Key person dependencies identified in the SOW require consultation before substitution. Offshore resources, if used, remain subject to confidentiality and data transfer safeguards agreed in the DPA.

36. Equipment and Facilities

Unless stated otherwise, Supplier provides its own equipment and workplace infrastructure. On-site work at Client premises requires mutually agreed schedules, safety inductions, and badge protocols. Client provides reasonable workspace and network access for on-site activities.

37. Fees for Delay and Standby

If Client delays approvals, access, or deliverables dependencies beyond five business days, Supplier may reallocate resources and resume scheduling when ready, potentially affecting milestone dates. Standby rates may apply if Client requests pauses shorter than thirty days to reserve team availability explicitly.

38. Retention and Archiving

Supplier may archive project artefacts for up to twenty-four months after completion for support and legal purposes unless Client requests earlier secure deletion subject to legal holds. Source repositories hosted in Supplier systems transfer to Client-designated systems at handover where agreed.

39. Ethical Use and Professional Standards

Parties shall conduct business ethically and without harassment or discrimination. Supplier adheres to professional standards expected of competent systems designers and shall raise concerns if Client instructions could harm end users, data subjects, or public safety.

40. Order of Precedence

In case of conflict among documents, order of precedence is: (1) signed master services agreement if any; (2) executed SOW for specific project matters; (3) data processing addendum for privacy matters; (4) these Terms and Conditions; (5) general proposals unless expressly incorporated by reference.

41. Statement of Work Minimum Contents

Each SOW should identify parties, effective date, background, objectives, in-scope and out-of-scope items, deliverables with formats, milestones, assumptions, dependencies, roles, communication plan, acceptance criteria, fees, payment schedule, change control references, and signatures of authorised representatives. Incomplete SOWs may be completed by mutual written clarification before work commences beyond discovery.

42. Time and Materials Engagements

For time and materials SOWs, Supplier records time daily with task descriptions and bills monthly in arrears at agreed rates. Client may request reasonable substantiation. Budget caps, if set, are not exceeded without written approval. Unused prepayments are refunded or credited per SOW terms.

43. Fixed Price Engagements

Fixed price SOWs include defined deliverables for a set fee. Scope creep triggers Change Requests. Client delays extending calendar duration do not increase fixed fees but may trigger re-planning charges if resources cannot be retained idle beyond agreed waiting periods.

44. Retainer and Managed Services

Retainers prepay a block of hours or ongoing availability each month, expiring if unused per SOW terms unless rollover is expressly granted. Managed services include monitoring, patching, and incident response per service catalogue. Service credits for SLA breaches, if any, are the exclusive monetary remedy for SLA failures unless gross negligence applies.

45. Discovery and Blueprint Phases

Discovery phases produce findings, recommendations, and optional implementation roadmaps without obligation for Client to proceed. Intellectual property in discovery reports licences to Client for internal use; Supplier may reuse anonymised methodologies. Discovery fees are non-refundable once workshops complete.

46. Design Artefacts and Prototypes

Wireframes, prototypes, and architecture drafts are Deliverables when listed. Prototypes are not production-ready unless stated. Client feedback cycles are limited to rounds specified; additional iterations are billable. Design assets exclude third-party stock unless procurement is included.

47. Development Standards

Code shall follow agreed style guides, branching strategies, and peer review practices. Repositories use protected main branches and tagged releases for Acceptance. Technical debt items not blocking Acceptance may be logged in backlogs for future sprints with Client prioritisation.

48. Deployment and Release Management

Releases follow agreed windows with rollback plans. Client approves production deployments unless emergency security patching is required with subsequent notice. Supplier documents release notes highlighting functional changes and known issues at delivery.

49. Defect Remediation Periods

During warranty periods, Supplier remediates reproducible defects failing specifications at no additional fee. Enhancements and change requests are excluded. Client provides reproduction steps and environment access. Temporary workarounds may be delivered while permanent fixes are developed.

50. Liability for Client Data Loss

Supplier is not liable for data loss in Client-controlled production environments except where caused by Supplier gross negligence in directly performing agreed migration or deployment tasks. Client shall maintain adequate backups independent of Supplier recommendations.

51. Operational and Commercial Clause

Escrow arrangements for source code may be established for enterprise clients upon separate agreement and fee, releasing materials upon defined trigger events such as Supplier insolvency.

52. Operational and Commercial Clause

Benchmarking comparisons against competitors' systems are excluded unless explicit performance competitions are scoped with equalised test conditions.

53. Operational and Commercial Clause

Supplier may refuse to implement dark patterns, covert tracking, or undisclosed data collection features inconsistent with UK privacy expectations.

54. Operational and Commercial Clause

Client shall not reverse engineer Supplier Background IP except where statutory rights cannot be excluded.

55. Operational and Commercial Clause

Penetration testing of Deliverables in production requires written scope approval and coordinated timing to avoid service disruption.

56. Operational and Commercial Clause

Accessibility standards such as WCAG level AA may be scoped explicitly; otherwise Deliverables follow reasonable inclusive design practices without formal certification unless purchased.

57. Operational and Commercial Clause

Localisation and internationalisation beyond agreed locales require Change Requests including translation workflows.

58. Operational and Commercial Clause

Mobile application store submissions remain Client account responsibilities unless store management is purchased.

59. Operational and Commercial Clause

Supplier does not provide legal, tax, or accounting advice; compliance interpretations in regulated sectors require Client counsel confirmation.

60. Operational and Commercial Clause

Hardware procurement, if any, passes title to Client upon payment; Supplier warrants no knowingly defective goods for thirty days from delivery.

61. Operational and Commercial Clause

Travel time and expenses for on-site visits outside the West Midlands conurbation are billable per SOW or standard schedule.

62. Operational and Commercial Clause

Video recordings of training sessions may be prohibited by Client policy; Supplier complies with reasonable recording restrictions.

63. Operational and Commercial Clause

Use of generative AI tools in delivery shall follow Client AI policies when communicated; Supplier discloses material AI assistance affecting Deliverable authorship when required by SOW.

64. Operational and Commercial Clause

Client inventory of existing systems shall be accurate; undisclosed legacy constraints may necessitate re-estimation.

65. Operational and Commercial Clause

Supplier may showcase anonymised metrics demonstrating performance improvements without revealing Client identity.

66. Operational and Commercial Clause

Joint steering committees for large programmes meet quarterly unless otherwise defined, reviewing risks, budgets, and dependencies.

67. Operational and Commercial Clause

Currency of fees is pounds sterling unless SOW states otherwise; foreign exchange fluctuations are Client responsibility for non-GBP payments.

68. Operational and Commercial Clause

Set-off of disputed amounts against undisputed invoices is not permitted without agreement or court order.

69. Operational and Commercial Clause

Electronic signatures via reputable platforms are binding to the same extent as wet ink for authorised signatories.

70. Operational and Commercial Clause

Survival of indemnities, confidentiality, IP licences granted to the extent needed to use paid Deliverables, and limitation clauses continues notwithstanding termination.

71. Operational and Commercial Clause

Client shall not publicly disparage Supplier with false statements; good faith factual critiques in private executive forums are not restricted.

72. Operational and Commercial Clause

Supplier warranties do not cover fitness for purposes undisclosed during scoping.

73. Operational and Commercial Clause

Beta or pilot features labelled as such are provided without warranty until promoted to general availability in a release note.

74. Operational and Commercial Clause

Client user accounts created during implementation shall be transferred with forced password resets at handover.

75. Operational and Commercial Clause

Dependency package updates during warranty may be applied as patch releases without full re-Acceptance if functionality is unchanged.

76. Operational and Commercial Clause

Court judgments may be enforced in any jurisdiction where Client assets reside subject to applicable law.

77. Operational and Commercial Clause

Counterparts and PDF execution are permitted for speed; originals may be requested for enterprise records.

78. Operational and Commercial Clause

Headings are for convenience and do not affect interpretation.

79. Operational and Commercial Clause

References to statutes include amendments and re-enactments.

80. Operational and Commercial Clause

No third-party rights arise under the Contracts (Rights of Third Parties) Act 1999 except affiliates expressly named in an SOW.

81. Operational and Commercial Clause

Client affiliates may use Deliverables under the same licence if Client remains responsible for compliance and fees.

82. Comprehensive Performance and Remedies Framework

Parties recognise that complex systems engagements involve interdependent technical, organisational, and commercial factors. Supplier shall exercise professional judgment in recommending architectures, selecting components, and sequencing delivery to balance reliability, maintainability, security, and cost within Client constraints documented in the SOW. Client shall evaluate recommendations promptly and acknowledge that deferred decisions may compress later phases or require resource reallocation. If Deliverables partially meet Acceptance criteria, parties shall negotiate partial Acceptance with proportional payments, remediation plans, and adjusted timelines rather than withholding all fees absent bad faith. Supplier's repeated failure to remedy material defects within agreed windows after reasonable opportunities constitutes grounds for termination for cause by Client, limited to the affected SOW. Client's repeated failure to provide payments not subject to good faith dispute constitutes grounds for suspension and eventual termination by Supplier. Except in termination for Supplier uncured material breach of confidentiality or IP indemnity obligations, Client shall pay for all work performed and irrevocable third-party costs incurred. Upon termination, Supplier shall deliver work product completed to date in a reasonably usable state, and Client shall receive a limited licence to such work product solely to the extent paid for, unless otherwise agreed. Disputes regarding defect classification shall first follow the technical escalation path defined in project governance before legal escalation. Nothing in this clause reduces mandatory consumer protections where Client is a consumer under UK law, though B2B terms predominate given the nature of services. Supplier may maintain professional notes on architectural decisions for knowledge management, omitting Client Confidential Information. Client may request copies of decision logs where maintained as Deliverables. Both parties shall ensure personnel adhere to acceptable use policies on shared tooling. Supplier shall not install undisclosed remote administration tools outside agreed monitoring solutions. Client shall not demand credentials that violate Supplier personnel privacy or security policies unrelated to engagement systems. This framework supplements Sections 6, 11, and 13 and should be interpreted coherently with the order of precedence in Section 40.