GENERAL TERMS AND CONDITIONS OF SERVICE

CLAUSE 1: scope

These General Terms and Conditions (“Terms”) govern the provision of services by Squadigital (trading as Singulier), a UK registered company with its registered office at Brenchley House, Brenchley Mews, Charing, Kent, TN27 0JW, United Kingdom (“Singulier” or “Provider”), to its business clients (“Client”). Services include, amongst others, due diligence (including technology and AI due diligence) (“Due Diligence Assignments”). These Terms form the basis of all commercial dealings between the Provider and its Clients and apply to all Services, unless otherwise agreed in writing. The Client’s own purchase conditions or standard terms are excluded.

CLAUSE 2: DEFINITIONS

• “Engagement Letter” : a document signed by the Client and Singulier specifying the services, scope, deliverables, timelines, and fees (which may include a statement of work).  Also referred to as a Letter of Agreement.
• “Services”: all services provided by Singulier (including Due Diligence Assignments) under these Terms and/or an Engagement Letter.

CLAUSE 3: ORDER OF PRECEDENCE

In the event of any conflict, the following order of precedence applies:

• any special conditions or framework agreement signed by both parties, including the Engagement Letter (“Special Conditions”);
• the Engagement Letter;
• any technical annexes (service levels, project plans, security policies, etc.);
• these Terms.

More specific provisions prevail over general ones in the event of conflict.

CLAUSE 4: CONTRACT FORMATION

A binding contract is formed upon the Client’s signature of an Engagement Letter, written acceptance (including by email or instant message), or by commencement of performance by either party, provided these Terms have been made available to the Client.

CLAUSE 5: SERVICES

5.1 Singulier Obligations

The nature, scope, deliverables, and indicative timelines of the Services are set out in the Engagement Letter. Singulier shall provide the Services with reasonable care and skill and in accordance with good industry practice and applicable laws. Time is not of essence in relation to the Services.

5.2 Suspension / Cancellation

In the event Client wishes to suspend or cancel the Services for convenience, it shall provide Singulier with at least 5 days’ written notice. Singulier shall invoice and Client shall pay for all Services provided (including work in progress on a time and materials basis) until the effective date of termination.

Cancellation by the Client immediately releases the Provider from its obligations. Any sums already paid shall be retained by the Provider and are non-refundable. In addition, the Client remains liable to reimburse the Provider for any amounts already paid to third-party suppliers in connection with the Services, as set out in an Engagement Letter.

CLAUSE 6: INTELLECTUAL PROPRETY

6.1 Pre-Existing Rights

The Provider retains all intellectual property rights in its pre-existing materials, methods, tools, models, databases, and know-how. No licence or assignment of such rights is granted to the Client. These rights survive termination.

6.2 Assignment of Rights in Deliverables

Subject to any contrary provision in the Engagement Letter and to full payment for Services, the Provider assigns to the Client, with full title guarantee all intellectual property rights in final form documents and reports produced for the Client as defined in the Engagement Letter (“Deliverables”), for the Client’s internal business use only (and not, for the avoidance of doubt, for sharing with third parties):

• Reproduction: the right to reproduce all or part of the Deliverables without limit, on any medium, for the Client’s own internal purposes;
• Use and exploitation: the right to use and exploit the Deliverables for the Client’s own internal purposes.

The assignment is worldwide and for the full duration of intellectual property protection. The price of the assignment is included in the Services fee.

The Provider retains the right to display the Client’s Logo on its own website for reference and promotional purposes, subject to maintaining Client confidentiality. This right does not apply to deliverables produced in connection with Due Diligence Assignments

CLAUSE 7: CLIENT OBLIGATIONS

7.1 Non-Due Diligence Assignements 

The Client shall actively cooperate and promptly provide all information, documents, data, access, and resources necessary in usable formats, designate competent authorised contacts, and promptly notify the Provider of any matter that may affect delivery of the Services.

The Client is solely responsible for the accuracy, completeness, and currency of information it provides. Deliverables are based solely on that information; the Provider is not required to verify it independently. Provider is not liable for any loss resulting from inaccurate or incomplete information.

The Client shall comply with all applicable laws and regulations, including those relating to data protection, intellectual property, and anti-bribery.

7.2 Due Diligence Assignments

The Client shall actively cooperate in good faith and use its best efforts to enable the Provider to perform Due Diligence Assignments in accordance with the Engagement Letter. The Client shall ensure that the Provider has timely access to all information, documents, data, and resources required, whether held by the Client, any target company, its advisers, or any relevant third party, and shall ensure that relevant contacts are available, competent, and authorised. The Client shall promptly notify the Provider of any matter of which it is aware that may affect the conduct or outcome of a Due Diligence Assignment.

Where necessary information is held by the target company, its advisers, or third parties, the Client shall use its best efforts to make that information available to the Provider. Deliverables are based solely on information provided or made accessible; the Provider is not required to verify it independently unless expressly agreed otherwise under an Engagement Letter. The Provider is not liable for incomplete, inaccurate, outdated, or misleading information, or omissions, attributable to the target company, its advisers, or third parties.

7.3 Timely Performance

Any delay by the Client in providing required information that causes delay to the Provider relieves the Provider of its delivery obligations to the corresponding extent. The Client shall pay all sums due within agreed timescales set out in the Engagement Letter regardless of such delay.

7.4 Non-Solicitation

The Client undertakes, for itself and its subsidiaries, not to solicit, recruit, or employ (directly or indirectly) any of the Provider’s personnel who are or have been actively involved in the provision or receipt of the Services during the term of the Engagement Letter and for twelve months following termination. In the event of a breach of this clause, Client shall pay Singulier a transfer fee of 30% of one year’s annual fees based on the solicited person/entity’s new contract of engagement.

CLAUSE 8: PRICING AND PAYMENT

8.1 Payment Terms

Services are invoiced at the rates agreed in the Engagement Letter. Prices are exclusive of VAT, which is charged at the applicable rate. All taxes other than VAT are borne by the Client. The Provider reserves the right to revise its prices at any time (except where specific fees have been agreed under an Engagement Letter).

Unless the Engagement Letter specifies otherwise:

• a deposit of 50% of the total fee is payable on invoice at the outset
• 30% is payable at the midpoint, upon achievement of specific milestones as defined in the Engagement Letter
• the balance of 20% is payable on invoice upon completion of the project

Invoices are payable within 30 days of invoice date. Any dispute regarding an invoice must be raised in writing within 15 days of invoice date; failing this, the invoice is deemed accepted. Client may not withhold or deduct any sums from payments.

The Provider does not guarantee the availability of named personnel in any Engagement Letter but commits to reasonable continuity of personnel during the Engagement Letter.

8.2 Late Payment

In the event of late payment, the Provider may, without prior notice, charge statutory interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.

CLAUSE 9: LIABILITY

Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation

Subject to the paragraph above, the Provider’s total aggregate liability for all claims is limited to the amounts actually paid and payable by the Client (excluding VAT) under an Engagement Letter for the specific Service giving rise to the claim.

Neither party shall be liable to the other for any loss of profits, loss of savings, loss of use, loss of business, loss of opportunity, loss or damage to reputation or goodwill, loss or spoiling of data, loss of contracts (in each case whether direct or indirect) or for any indirect loss or damage, whether in contract, or tort (including negligence and for breach of statutory duty), misrepresentation, restitution or arising in any other way, even if it has been advised of, or knows of, the likelihood of that loss or type of loss arising.

The express undertakings and warranties given by Singulier in this Agreement are in lieu of all other warranties, conditions, terms, undertakings and obligations on the part of Singulier, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way.  All of those are excluded to the fullest extent permitted by law.

CLAUSE 10: INSURANCE

The Provider shall maintain throughout the term of the Engagement Letter professional indemnity insurance with a reputable insurer.

CLAUSE 11: SUBCONTRACTING

The Provider may subcontract any or all of the Services without the Client’s consent, while remaining solely responsible to the Client for their performance.

CLAUSE 12: COMMERCIAL REFERENCES

Client hereby grants Provider the right to list Client’s name and logo (in accordance with Client’s branding guidelines where provided) on Provider’s website and marketing materials, citing it as a client. Client agrees to cooperate with Provider in producing a case study which Provider may publish on its website and marketing materials, subject to Provider incorporating Client’s reasonable feedback.

CLAUSE 13: CONFIDENTIALITY

Each party shall keep confidential all information of any nature disclosed by the other in connection with the contract, whether or not marked as confidential, and shall use it solely for performance of the contract. Confidential information shall not be disclosed to third parties, except to employees, professional advisors or subcontractors with a need to know who are bound by equivalent obligations.

These obligations do not apply to information that: (i) is or becomes publicly available without fault of the receiving party; (ii) was already lawfully known to the receiving party; (iii) is lawfully received from a third party without restriction; (iv) is independently developed; or (v) is required to be disclosed by law or competent authority (with prior notice to the disclosing party where possible).

These obligations apply during the term and for one (1) year thereafter, without prejudice to any applicable trade secrets protection.

CLAUSE 14: DATA PROTECTION

Each party shall comply with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The parties’ respective roles (controller, joint controllers, or processor) shall be defined in the Special Conditions and/or a Data Processing Agreement.

CLAUSE 15: SUSPENSION AND TERMINATION

If payment remains outstanding for more than 15 days after formal written notice, the Provider may suspend the Services without prejudice to its right to terminate.

Either party may terminate the contract immediately if the other commits a material breach not remedied within fifteen (15) days of written notice specifying the breach. Termination of one Engagement Letter does not affect other ongoing Engagement Letters.

CLAUSE 16: CONSEQUENCES OF TERMINATION

Upon termination for any reason: (i) the Provider shall return to the Client, on request and within a reasonable time, any documents and data entrusted to it in the format specified in the Special Conditions; and (ii) the Client shall pay all amounts due for Services performed and expenses incurred up to the termination date.

The following provisions survive termination: intellectual property, confidentiality, data protection, liability, non-solicitation, and governing law and jurisdiction.

CLAUSE 17: GENERAL PROVISIONS

17.1 Force Majeure

Neither party shall be liable for failure to perform its obligations resulting from a force majeure event, being any event beyond that party’s reasonable control that prevents or delays performance, including (without limitation) war, riot, fire, strikes, lockouts, natural disasters, epidemic, pandemic, governmental or regulatory restrictions, power failures, internet or telecommunications outages, or supply failures.

The affected party shall notify the other without delay and provide all relevant updates. Performance of Services is suspended for the duration of the event. If the event continues for more than two (2) months, either party may terminate the contract with ten days’ written notice, unless otherwise agreed.

17.2 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture or agency between them. Neither party is authorised to bind the other.

17.3 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, it shall be deemed severed and the remaining provisions shall continue in full force and effect.

17.4 Entire Agreement

These Terms, together with any Special Conditions and/or Order, constitute the entire agreement between the parties and supersede all prior agreements, negotiations, representations, and communications on the same subject matter. Each party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

17.5 Amendments

The Provider may amend these Terms at any time. The Terms in force at the date of the Engagement Letter signature apply, or for contracts that are extended or renewed, the applicable version of the Terms that is live at renewal or by amendment shall apply. For material changes to Engagement Letters lasting over 12 months, the Provider will give reasonable written notice of any such changes, and the Client may terminate before the new terms take effect; otherwise, they are deemed accepted.

17.6 Waiver

Failure by Singulier to enforce any provision of these Terms shall not constitute a waiver of that provision.

17.7 Assignment

The Client may not assign any rights or obligations under the contract without the Provider’s prior written consent, except for an internal change of control within the Client’s group. The Provider may assign the contract or its rights and obligations to any affiliate or in connection with a corporate restructuring, subject to notifying the Client.

17.8 Electronic Documents

Electronic documents exchanged between the parties shall constitute valid evidence, provided the identity of the sender can be established and the documents are created and stored in conditions that guarantee their integrity.

17.9 Notices

Any notice under the Agreement shall be in writing and shall be made either via e-mail or certified mail to the other party’s registered office address as set out in the Agreement.  Notices sent by e-mail will be deemed effective at the time of sending if sent during business hours, or if not sent during business hours, then on the first business hour following sending (provided sent to the correct address and no bounce back received). Notices sent by mail will be deemed effective 48 hours after posting. Notices relating to disputes and/or termination must be sent by email and post.

17.10 Rights of Third Parties

This Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.

CLAUSE 18: GOVERNING LAW

These Terms and any Engagement Letter formed under them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any disputes arising in connection with these Terms or any Engagement Letter.