Version 1.0 Dated 1/06/2026
These terms and conditions (the “Conditions”) govern the supply of services by Xydrobe Ltd (company number 13428052), whose registered office is at 86–90 Paul Street, London, United Kingdom, EC2A 4NE (“Xydrobe”, “we”, “us” or the “Supplier”), to its clients (“you” or the “Customer”). They apply to every quotation, proposal, invoice and engagement between us and form part of the Contract for the relevant Services. The specific Services, Deliverables, Charges and payment dates for each engagement are set out clearly on the relevant invoice (or in any quotation or proposal we provide). If you have any questions, please contact us at hello@xydrobe.com before accepting.
Acceptance
You accept these Conditions, and a binding Contract is formed, on the earliest of: (a) you signing a quotation, proposal or invoice that refers to these Conditions; (b) you confirming acceptance in writing (including by email); (c) you making payment, in whole or in part, of any invoice that refers to these Conditions; or (d) you instructing us to begin, or accepting the benefit of, the Services after these Conditions have been made available to you. You do not need to sign these Conditions separately for them to apply, and these Conditions apply to the Contract to the exclusion of any other terms you seek to impose or incorporate.
Definitions
“Acceptance” means acceptance of these Conditions as described in the section headed “Acceptance” above; and “Accept”, “Accepted” and “Accepting” shall be construed accordingly.
“Background IP” means all Intellectual Property Rights owned by, licensed to or developed by the Supplier before or independently of the Services, including its methodologies, tools, software, frameworks, templates, designs, know-how and any pre-existing materials.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Charges” means the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the applicable invoice (or in any quotation or proposal accepted by the Customer).
“Conditions” means these terms and conditions set out in clause 1 (Interpretation) to clause 15 (General) (inclusive).
“Contract” means each contract between the Supplier and the Customer for the supply of the Services, incorporating these Conditions together with the relevant Invoice (and any quotation or proposal accepted by the Customer).
“Invoice” means an invoice issued by the Supplier to the Customer for the Services.
“Customer Materials” means all documents, information, software, items and materials (whether owned by the Customer or a third party) which are provided by the Customer to the Supplier in connection with the Services.
“Deliverables” means any outputs of the Services to be provided by the Supplier to the Customer as set out in the applicable invoice (or in any quotation or proposal accepted by the Customer), and all other documents, products, software and materials provided by the Supplier to the Customer in the performance of the Services.
“Effective Date” means the date of Acceptance of this Contract.
“Intellectual Property Rights” or “IPR” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Services” means the services, including without limitation any Deliverables, to be provided by the Supplier to the Customer pursuant to the Contract, as described on the applicable invoice (or in any quotation or proposal accepted by the Customer).
1. Interpretation
A reference to legislation or a legislative provision:
1.1 is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.3 References to “party” shall include either an individual or a corporate entity as the context permits; words denoting the singular include the plural and vice versa; and words denoting any gender include all genders.
1.4 A reference to writing or written includes email.
2. Commencement, Acceptance and Term
2.1 This Contract commences on the Effective Date and continues in force until the Services have been completed, or until terminated earlier in accordance with clause 13.
2.2 Either party may end the ongoing relationship by giving the other written notice. Such notice shall not affect any Services already in progress, which shall continue until completed or separately terminated in accordance with clause 13.
3. Services and Charges
3.1 The Supplier shall provide the Services described on the applicable invoice (or in any quotation or proposal accepted by the Customer). Each invoice will set out clearly the Services it covers, together with the Charges and payment date for that engagement.
3.2 Each invoice (and any quotation or proposal accepted by the Customer) forms part of the Contract and does not create a separate contract to it.
3.3 Any quotation or proposal is an invitation to treat, valid for [30] days unless stated otherwise, and does not constitute an offer capable of acceptance.
3.4 Once an engagement has been agreed, changes to its scope or Charges shall be agreed in accordance with clause 15.6 (Variation).
4. Supply of Services
4.1 The Supplier shall provide the Services with reasonable skill and care and as described on the applicable invoice (or in any quotation or proposal accepted by the Customer). In performing the Services, the Supplier shall use reasonable endeavours to meet any performance dates agreed in writing, but such dates are estimates and time shall not be of the essence unless expressly agreed otherwise in writing.
4.2 In supplying the Services, the Supplier shall: (a) co-operate with the Customer in all matters relating to the Services; (b) keep the Customer reasonably informed as to the performance of the Services, including, where agreed, by submitting reports and meeting any agreed service levels (for example response times, availability windows and reporting cadence) on a reasonable-endeavours basis; (c) use personnel who are suitably skilled and experienced; (d) provide the equipment, tools and items required to provide the Services; and (e) comply with all applicable laws, statutes and regulations from time to time in force.
4.3 Any service levels agreed between the parties are targets and, unless expressly stated to be conditions, do not create fixed contractual obligations.
5. Customer Responsibilities and Dependencies
5.1 The Customer shall: (a) provide, in a timely manner, all Customer Materials, information, inputs, approvals and decisions reasonably required for the Services; (b) provide access to systems, tools, premises and personnel as reasonably needed; (c) respond to the Supplier’s reasonable requests promptly; and (d) obtain and maintain all consents, licences and permissions needed for the Supplier to perform the Services.
5.2 The Customer is responsible for the accuracy and completeness of the Customer Materials and any instructions it provides.
5.3 If the Supplier’s performance is prevented or delayed by any act or omission of the Customer or its failure to perform any relevant obligation (a “Customer Default”), the Supplier shall not be liable for any resulting costs, delays or losses, the Supplier may adjust timelines, and the Customer shall reimburse the Supplier for any reasonable additional costs it incurs.
6. Acceptance of Deliverables
6.1 Unless otherwise agreed in writing, Deliverables shall be deemed accepted unless the Customer notifies the Supplier in writing of material issues (described in reasonable detail) within 12 Business Days of delivery.
6.2 Where the Customer validly notifies material issues, the Supplier shall use reasonable endeavours to correct them and re-deliver, and this clause 6 shall apply again to the corrected Deliverable.
6.3 Use of a Deliverable in the Customer’s live operations or business constitutes acceptance of it.
7. Charges and Payment
7.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 7.
7.2 The Charges for each engagement are as set out on the applicable invoice (or in any quotation or proposal accepted by the Customer) and are exclusive of VAT, which the Supplier shall add at the prevailing rate where applicable. The Customer shall also reimburse reasonable pre-approved expenses (for example travel, accommodation, subsistence and third-party costs) on production of reasonable evidence.
7.3 Unless otherwise stated on the invoice or agreed in writing, the Customer shall pay each invoice which is properly due and submitted to it by the Supplier within [14] days of the date of the invoice, in cleared funds to the account nominated by the Supplier.
7.4 All amounts payable by the Customer are payable in full without deduction, withholding, set-off or counterclaim, except as required by law.
7.5 If the Customer fails to make any payment due by the due date, then, without limiting the Supplier’s other remedies under clause 13 (Termination), the Supplier may: (a) charge interest on the overdue amount at 8% per year above the Bank of England base rate from time to time, accruing daily from the due date until payment, under the Late Payment of Commercial Debts (Interest) Act 1998; and (b) suspend the Services (or any part of them) on notice until payment is received in full, without liability for any resulting delay.
7.6 If the Customer disputes an invoice in good faith, it shall pay all undisputed amounts by the due date, notify the Supplier of the disputed amount within [10] Business Days of the invoice date, and the parties shall work together in good faith to resolve the dispute promptly.
8. Intellectual Property
8.1 In relation to the Customer Materials: (a) the Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and (b) the Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services. The Customer warrants that the Supplier’s use of the Customer Materials will not infringe the rights of any third party.
8.2 In relation to the Deliverables, and subject to full payment of all Charges due for the relevant Deliverables, the Supplier assigns to the Customer all Intellectual Property Rights in the Deliverables created specifically for the Customer in the course of providing the Services. Until full payment is received, all such rights remain with the Supplier and the Customer shall have no right to use the relevant Deliverables.
8.3 All Background IP remains the property of the Supplier (or its licensors). To the extent any Background IP is incorporated into a Deliverable, the Supplier grants the Customer a non-exclusive, perpetual, royalty-free licence to use that Background IP solely as part of, and to the extent necessary to use, the relevant Deliverable for its intended purpose.
8.4 The Supplier retains the right to use the general skills, know-how, techniques and experience acquired in performing the Services.
8.5 The Supplier may, following completion of the Services, reference the project and the Customer and describe the Services (and display non-confidential Deliverables) in its internal records, portfolio, case studies, website and marketing materials, unless the Customer notifies the Supplier in writing that a particular project is confidential.
9. Confidentiality and Data Protection
9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except: (a) to its employees, officers, representatives, contractors or advisers who need to know it for the purposes of the Contract and who are bound by equivalent obligations; or (b) as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.2 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. This clause 9 shall survive termination or expiry of the Contract.
9.3 Both parties will comply with all applicable data protection and privacy legislation in force from time to time in the UK, including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended. Where the Supplier processes personal data on the Customer’s behalf, it shall do so only on the Customer’s documented instructions and shall apply appropriate technical and organisational measures; where required, the parties shall enter into a separate data processing agreement.
10. Warranties
10.1 The Supplier warrants that it will provide the Services with reasonable skill and care and as described on the applicable invoice (or in any quotation or proposal accepted by the Customer).
10.2 Except as expressly set out in the Contract, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. The Supplier does not warrant that the Services or Deliverables will be uninterrupted or error-free, or fit for any purpose not expressly agreed in writing.
11. Limitation of Liability
11.1 Nothing in the Contract limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
11.2 Subject to clause 11.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss.
11.3 Subject to clauses 11.1 and 11.2, the Supplier’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total Charges paid by the Customer to the Supplier in the [12] months immediately before the event giving rise to the liability.
11.4 The Customer is responsible for maintaining appropriate backups and insurance in respect of its own business, data and materials.
12. Insurance
12.1 During the term of the Contract, the Supplier shall maintain in force, with a reputable insurer, such insurance (which may include professional indemnity and public liability insurance) as it considers appropriate to cover its liabilities under the Contract, and shall, on reasonable request, provide the Customer with evidence of such cover.
13. Termination
13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the Contract which is irremediable or (if remediable) fails to remedy that breach within 14 days after being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets, or ceasing to carry on business; or (c) the other party (being an individual) is the subject of a bankruptcy petition, application or order.
13.2 Without affecting any other right or remedy, the Supplier may terminate the Contract, or suspend the Services, on written notice if any undisputed Charges remain unpaid after their due date.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect. Termination or expiry shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
14. Exit Arrangements
14.1 On termination or expiry of the Contract for whatever reason: (a) the Customer shall pay the Supplier for all Services delivered (and Deliverables provided), and for any committed costs and non-cancellable third-party commitments, up to the date of termination in accordance with clause 7; (b) the Supplier shall deliver to the Customer all Deliverables for which the Customer has paid in full; (c) any assignment of IPR under clause 8 is conditional on full payment of all outstanding Charges; and (d) each party shall, on request, return or securely delete or destroy the other party’s confidential information and (in the Supplier’s case) the Customer Materials, save to the extent required to be retained by law.
15. General
15.1 Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (other than an obligation to pay). If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.
15.2 Subcontracting. The Supplier may subcontract or delegate the performance of any of its obligations under the Contract, but shall remain responsible for the acts and omissions of its subcontractors as if they were its own.
15.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party as the agent of the other, or authorise either party to make commitments for or on behalf of the other.
15.4 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, terms, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Nothing limits liability for fraud.
15.5 Assignment. The Customer shall not assign, transfer or deal in any way with the Contract without the Supplier’s prior written consent.
15.6 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Notwithstanding the foregoing, variations or amendments to the scope or Charges of an engagement may be agreed by an exchange of emails between the parties, provided that such emails clearly set out the agreed changes. The Supplier may update these Conditions from time to time; the version in force when an invoice is accepted applies to that engagement.
15.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.
15.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.9 Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the email address notified by the parties (in the Supplier’s case, hello@xydrobe.com, and in the Customer’s case, the email address stated on the relevant invoice or otherwise notified by the Customer). Any notice shall be deemed received at the time of transmission, or, if outside business hours, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action.
15.10 Conflict. In the event of any conflict or inconsistency between these Conditions and the specific terms set out on an invoice (or in any quotation or proposal accepted by the Customer), the terms of that invoice, quotation or proposal shall prevail to the extent of such conflict or inconsistency.
15.11 Non-solicitation. The Customer shall not, without the Supplier’s prior written consent, during the term of the Contract and for a period of 6 months following its termination or expiry, directly or indirectly solicit or entice away from the Supplier (or attempt to) any employee, contractor or key supplier of the Supplier who has been engaged in the provision of the Services. This does not prevent responses to general public recruitment advertising.
15.12 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.13 Status. The relationship of the Supplier (and its personnel) to the Customer will be that of independent contractor, and nothing in the Contract shall render it (nor any of the Supplier’s personnel) an employee, worker, agent or partner of the Customer.
15.14 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.
15.15 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation, provided that either party may enforce any judgement of the English courts in the courts of any jurisdiction.