Terms & Conditions

These Terms and Conditions govern the provision of professional services by DWD Holdings Limited.

DWD Holdings Limited is registered in England and Wales under company number 09903541, with its registered office at Suite A, 1–3 Canfield Place, London, England, NW6 3BT. VAT registration number GB 484 0631 89.

1. Application and the Contract

1.1 These Terms and Conditions apply to services provided by DWD Holdings Limited (“DWD”, “we”, “us” or “our”) to the person or organisation purchasing those services (“Client”, “you” or “your”).

1.2 The specific services, deliverables, fees, commercial model, timescales and other engagement-specific terms will be described in a quotation, proposal, Statement of Work, order form or other written engagement document issued or accepted by DWD (the “Engagement Document”).

1.3 The Engagement Document together with these Terms and Conditions constitutes the agreement between DWD and the Client (the “Contract”).

1.4 Unless otherwise stated in the Engagement Document, the Contract takes effect when you accept the Engagement Document or when DWD begins providing the Services at your request, whichever occurs first.

1.5 Where an Engagement Document expressly conflicts with these Terms and Conditions, the Engagement Document will take precedence in relation to that engagement.

1.6 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes previous discussions, correspondence or representations relating to the Services, except in the case of fraud or fraudulent misrepresentation.

2. Services

2.1 DWD will provide the services described in the Engagement Document (the “Services”) with reasonable care and skill.

2.2 DWD provides independent professional, advisory and related services. Unless expressly stated otherwise in the Engagement Document, our work represents professional advice, assessment or opinion based upon the information reasonably available to us at the relevant time.

2.3 Decisions taken following our advice remain the responsibility of the Client. DWD does not guarantee that a particular decision, technology, investment, control, programme or other course of action will achieve a particular commercial, regulatory, security or operational outcome.

2.4 We may make reasonable changes to the manner in which Services are delivered where necessary to comply with applicable law, professional requirements or circumstances outside our reasonable control, provided that such changes do not materially alter the agreed Services without consultation with you.

2.5 Any delivery dates or timescales are estimates unless expressly stated otherwise in the Engagement Document. Time will not be of the essence unless specifically agreed in writing.

3. Client responsibilities

3.1 You will provide DWD with timely access to the people, information, systems, documentation, premises and other resources reasonably required to perform the Services.

3.2 You are responsible for ensuring that information supplied to DWD is, to the best of your knowledge, complete and accurate and for notifying us promptly of material changes.

3.3 You will obtain any permissions, approvals, licences or consents reasonably required for DWD to perform the Services.

3.4 DWD will not be responsible for delay, additional cost or failure caused by the Client's failure to meet its responsibilities under the Contract.

3.5 Where such failure materially affects delivery, DWD may reasonably revise the timetable or fees, suspend affected Services or, where the failure is material and remains unresolved after reasonable notice, terminate the affected engagement.

4. Fees and commercial models

4.1 Fees and the applicable commercial model will be specified in the Engagement Document.

4.2 Depending upon the engagement, Services may be provided using one or more commercial models, including:

• fixed-fee engagements;
• time-and-materials or day-rate arrangements;
• retained advisory or capacity arrangements;
• milestone-based arrangements; or
• another commercial model expressly agreed between the parties.

4.3 Unless expressly stated otherwise, Fees are exclusive of VAT and any other applicable taxes or levies.

4.4 Reasonable travel, accommodation, subsistence, third-party services or other expenses necessary to deliver the Services may be charged where specified in the Engagement Document or otherwise agreed with you.

4.5 Work requested outside the agreed scope will not automatically form part of the Services. Where additional work is requested, the parties will agree any material impact on scope, fees or timescales before that additional work is undertaken.

5. Invoicing and payment

5.1 DWD will invoice in accordance with the payment arrangements specified in the Engagement Document. Depending on the nature and commercial model of the engagement, DWD may require an advance payment, staged or milestone payments, periodic invoicing, payment for retained capacity, or invoicing on completion.

5.2 Unless otherwise specified in the Engagement Document, DWD may require 50% of the agreed Fees to be paid in advance before Services commence, with the remaining Fees invoiced in accordance with the agreed delivery or payment schedule.

DWD is not required to commence Services, reserve delivery capacity or incur material third-party costs until any agreed advance payment has been received.

5.3 Unless otherwise expressly agreed in writing, all invoices are payable within 15 calendar days of the invoice date.

5.4 Payments must be made in pounds sterling unless another currency has been agreed in writing. Amounts due must be paid without deduction, withholding or set-off except where required by law.

5.5 If an undisputed invoice remains unpaid after its due date, DWD reserves the right to charge interest and recover compensation and reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended or replaced from time to time.

5.6 Where an undisputed invoice remains materially overdue, DWD may, after reasonable notice, suspend further Services until the outstanding amount has been paid.

6. Changes and cancellation

6.1 Either party may propose changes to the Services.

6.2 Where a proposed change affects scope, deliverables, fees, resources or timescales, the parties will agree the relevant change in writing before it takes effect.

6.3 A quotation or proposal may be withdrawn or amended by DWD before acceptance. Unless stated otherwise, quotations are valid for 30 days from their date.

6.4 Any cancellation or termination rights specific to an engagement will be stated in the Engagement Document.

6.5 Where you cancel Services after work has commenced, you will remain responsible for Fees relating to Services already performed and for reasonable, non-cancellable commitments or costs incurred by DWD in connection with the engagement.

7. Confidentiality

7.1 Each party may receive confidential information belonging to the other in connection with the Contract.

7.2 Each party will keep the other party's confidential information confidential, use it only for purposes connected with the Contract, and disclose it only to personnel, professional advisers or subcontractors who reasonably need access and who are subject to appropriate confidentiality obligations.

7.3 Confidential information does not include information that the receiving party can demonstrate is or becomes publicly available other than through breach of the Contract; was lawfully known to it before disclosure; is lawfully obtained from a third party without an obligation of confidentiality; or is independently developed without use of the other party's confidential information.

7.4 A party may disclose confidential information where required by law, regulation, court order or a competent authority. Where legally permitted, that party will give the other reasonable notice before disclosure.

7.5 These confidentiality obligations continue after completion or termination of the Contract.

8. Intellectual property

8.1 Each party retains ownership of intellectual property it owned, developed or acquired independently of the Contract (“Background IP”).

8.2 DWD Background IP includes our pre-existing and independently developed methodologies, frameworks, models, templates, tools, techniques, processes, know-how and reusable materials.

8.3 Unless expressly agreed otherwise in the Engagement Document, intellectual property created specifically as a deliverable for the Client (“Deliverables”) remains owned by DWD.

8.4 Once all Fees relating to the relevant Deliverables have been paid, DWD grants the Client a perpetual, non-exclusive, worldwide, royalty-free licence to use, copy and adapt those Deliverables for the Client's own internal business purposes.

8.5 That licence does not transfer ownership of DWD Background IP and does not permit the Client to sell, license or commercially exploit DWD methodologies, frameworks, templates, tools or other Background IP independently of the Deliverables without DWD's written consent.

8.6 Nothing prevents DWD from using general knowledge, skills, experience, ideas, techniques or know-how retained through performing the Services, provided that doing so does not disclose Client confidential information or Client-owned intellectual property.

9. Data protection

9.1 Each party will comply with applicable data protection legislation in connection with the Contract, including the UK GDPR and Data Protection Act 2018 where applicable.

9.2 Depending on the nature of the processing, DWD and the Client may each act as an independent controller, or DWD may act as a processor on behalf of the Client.

9.3 Where DWD acts as a processor, the parties will put in place any additional data-processing terms required by applicable law, including appropriate provisions concerning instructions, confidentiality, security, subprocessors, data-subject rights, international transfers and deletion or return of personal data.

9.4 DWD will maintain appropriate technical and organisational measures having regard to the nature of the personal data processed and the associated risks.

9.5 Information about DWD's processing of personal information in its capacity as a controller is provided in our Privacy Policy.

9.6 Data protection enquiries may be sent to dpo@dwd-holdings.uk.

10. Subcontracting and assignment

10.1 DWD may use suitably qualified employees, associates, contractors or specialist subcontractors to assist in delivering the Services.

10.2 DWD remains responsible for the performance of subcontracted Services to the extent required by the Contract.

10.3 Neither party may assign the Contract to another party without the other party's prior written consent, such consent not to be unreasonably withheld or delayed, except that DWD may assign the Contract as part of a bona fide corporate reorganisation, merger or sale of substantially all of its relevant business.

11. Liability

11.1 Nothing in the Contract excludes or limits liability where doing so would be unlawful, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

11.2 Subject to clause 11.1, DWD's total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, will not exceed the total Fees payable by the Client under the relevant Contract.

11.3 Subject to clause 11.1, DWD will not be liable for any indirect or consequential loss; loss of profit or anticipated profit; loss of revenue; loss of business or opportunity; loss of anticipated savings; loss of goodwill or reputation; or business interruption, whether direct or indirect, to the extent permitted by law.

11.4 DWD will not be responsible for loss arising from inaccurate, incomplete or misleading information supplied by or on behalf of the Client, or from actions taken contrary to DWD's advice.

11.5 The Client remains responsible for deciding whether and how to act upon DWD's advice and for assessing the suitability of any technology, supplier, control, investment or other course of action ultimately selected.

12. Termination

12.1 Either party may terminate the Contract immediately by written notice if the other party commits a material breach which cannot be remedied; commits a material breach capable of remedy and fails to remedy it within a reasonable period specified in written notice; or becomes insolvent, enters administration or liquidation, ceases or threatens to cease trading, or becomes subject to an analogous insolvency process.

12.2 DWD may suspend or terminate Services where an undisputed amount remains materially overdue after reasonable notice.

12.3 Termination does not affect rights or obligations accrued before termination.

12.4 On termination, the Client will pay all Fees properly due for Services performed up to the termination date together with any reasonable, non-cancellable costs incurred for the engagement.

12.5 Provisions which by their nature are intended to continue after termination, including confidentiality, intellectual property, payment, liability and governing law provisions, will continue to apply.

13. Events beyond reasonable control

13.1 Neither party will be liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control.

13.2 The affected party will notify the other as soon as reasonably practicable and take reasonable steps to minimise the effect.

13.3 If such circumstances materially prevent performance for more than 90 days, either party may terminate the affected Services by written notice.

14. Notices

14.1 Formal notices under the Contract must be in writing and sent to the postal or email address specified in the Engagement Document or subsequently notified in writing.

14.2 A notice sent by hand or tracked delivery will be treated as received when delivered during normal business hours, or on the next Business Day if delivered outside those hours.

14.3 A notice sent by email will be treated as received on the Business Day it is sent, provided that no delivery-failure notification is received, or on the next Business Day if sent outside normal business hours.

14.4 This clause does not apply to the formal service of legal proceedings.

15. General provisions

15.1 No waiver. A failure or delay in exercising a right or remedy does not waive that right or remedy.

15.2 Severance. If any provision of the Contract is found to be invalid, unlawful or unenforceable, it will be treated as modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The remaining provisions will continue in effect.

15.3 Third-party rights. Unless expressly stated otherwise, a person who is not a party to the Contract has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

15.4 Variation. A variation to the Contract is effective only where agreed in writing by authorised representatives of both parties.

15.5 Relationship. Nothing in the Contract creates a partnership, joint venture, agency or employment relationship between the parties.

16. Governing law and jurisdiction

16.1 The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, will be governed by the laws of England and Wales.

16.2 The courts of England and Wales will have exclusive jurisdiction to settle any such dispute or claim.