Terms and Conditions

1. Definitions and Interpretation

In these Terms and Conditions, the following words and expressions shall have the meanings set out below unless the context requires otherwise.

• "Agreement" means the contract formed between CLAYA TECH LTD and the Client for the provision of Services, comprising the Engagement Letter or Statement of Work, these Terms and Conditions, and any schedules, appendices or other documents expressly incorporated by reference.
• "CLAYA TECH LTD", "we", "us" or "our" means CLAYA TECH LTD, a company registered in England and Wales, with registered office at 64 Silvesters, Harlow, CM19 5NW, United Kingdom.
• "Client", "you" or "your" means the person, company or organisation to whom CLAYA TECH LTD is providing or proposing to provide Services pursuant to an Agreement.
• "Confidential Information" means all information disclosed by one party to the other in connection with the Agreement that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, ought reasonably to be understood to be confidential, including but not limited to technical data, trade secrets, business plans, financial information, client lists, pricing, system designs and source code.
• "Deliverables" means any output, work product, report, software, system, design document, code, specification, analysis, recommendation or other material produced by CLAYA TECH LTD in connection with the performance of the Services.
• "Engagement Letter" or "Statement of Work" means the written document issued by CLAYA TECH LTD to the Client specifying the scope, timeline, fees and other particulars of a specific engagement.
• "Fees" means the charges payable by the Client to CLAYA TECH LTD for the Services, as specified in the applicable Engagement Letter or Statement of Work.
• "Intellectual Property Rights" means all patents, registered designs, trade marks, service marks, copyright, database rights, design rights, know-how, confidential information, trade secrets and any other intellectual property rights of whatever nature, in each case whether registered or unregistered and including all applications and rights to apply for registration of such rights, in any jurisdiction.
• "Services" means the computer systems design, custom programming, technical consultancy, IT infrastructure planning, digital transformation support and any other professional and technical services to be provided by CLAYA TECH LTD to the Client pursuant to an Agreement.
• "Working Day" means any day other than Saturday, Sunday or a public holiday in England and Wales.

In these Terms and Conditions, unless the context otherwise requires: the singular includes the plural and vice versa; a reference to a clause is to a clause of these Terms and Conditions; headings are for convenience only and shall not affect interpretation; references to legislation include all amendments and re-enactments; and references to writing include email unless otherwise specified.

2. Application of These Terms and Conditions

These Terms and Conditions apply to all Services provided by CLAYA TECH LTD to the Client. They form the basis of the contractual relationship between CLAYA TECH LTD and the Client and shall apply to the exclusion of any terms and conditions which the Client may seek to impose or incorporate, whether in a purchase order, request for quotation, confirmation email or any other communication. No variation to the Client's terms shall be binding on CLAYA TECH LTD unless expressly agreed in writing by an authorised representative of CLAYA TECH LTD.

These Terms and Conditions are intended for business clients only. CLAYA TECH LTD provides services exclusively to businesses, professional organisations and other commercial or institutional entities. By entering into an Agreement with us, you confirm that you are entering into the Agreement in the course of your business or professional activities and not as a consumer.

In the event of any conflict or inconsistency between these Terms and Conditions and the Engagement Letter or Statement of Work, the terms of the Engagement Letter or Statement of Work shall prevail to the extent of such conflict or inconsistency, unless expressly stated otherwise.

CLAYA TECH LTD reserves the right to amend these Terms and Conditions at any time by publishing an updated version on its website at clayatech.work. Any such amendments will apply to Agreements entered into after the date of publication of the updated version and will not affect Agreements already in force unless the parties expressly agree otherwise.

3. Formation of the Contract

The Agreement between CLAYA TECH LTD and the Client is formed when the Client accepts an Engagement Letter or Statement of Work issued by CLAYA TECH LTD. Acceptance may be given in writing, by email, or by conduct (including by the Client requesting commencement of the Services or making a payment in respect of the Services).

An Engagement Letter or Statement of Work issued by CLAYA TECH LTD constitutes an offer and remains open for acceptance for a period of fourteen calendar days from the date of issue, unless a different period is specified in the document or unless CLAYA TECH LTD withdraws the offer before acceptance. After expiry of the acceptance period, CLAYA TECH LTD reserves the right to reissue an updated Engagement Letter or Statement of Work reflecting any changes in circumstances, availability or pricing.

Any preliminary discussions, enquiries, quotations, cost estimates or recommendations provided by CLAYA TECH LTD prior to the issue of an Engagement Letter or Statement of Work are for information purposes only and do not constitute an offer or a binding commitment. CLAYA TECH LTD is under no obligation to accept any enquiry or proceed with any engagement and may decline to do so for any reason without liability.

No oral agreement to provide Services shall be binding on CLAYA TECH LTD unless confirmed in writing by an authorised representative of CLAYA TECH LTD. For the avoidance of doubt, written confirmation includes email confirmation from an authorised representative.

4. Scope of Services

The scope of the Services to be provided by CLAYA TECH LTD to the Client is set out in the applicable Engagement Letter or Statement of Work. CLAYA TECH LTD shall perform the Services with reasonable skill, care and diligence, and in accordance with the standard of a competent professional services provider in the field of computer systems design and related technical services.

4.1 Changes to Scope

Any request by the Client to change the scope of the Services, including additions to or reductions in the agreed scope, or any request that would require a change to the agreed timeline or Fees, shall be subject to CLAYA TECH LTD's written agreement. CLAYA TECH LTD will endeavour to accommodate reasonable requests for scope changes and will provide a written change order specifying the impact on timeline and Fees before proceeding with any changed scope. Work on any changed scope shall not commence until the change order has been accepted in writing by the Client.

4.2 Third-Party Platforms and Tools

Where the Services involve the use of third-party platforms, tools, software licences or services, the Client acknowledges that such third-party components are subject to their own terms and conditions, and that CLAYA TECH LTD makes no representation or warranty regarding the continued availability, functionality or terms of such third-party components. The Client is responsible for ensuring that any third-party licences required for the Client's use of the Deliverables are obtained and maintained by the Client.

4.3 Advisory Recommendations

Where CLAYA TECH LTD provides recommendations, assessments, reports or other advisory outputs as part of the Services, those outputs reflect the professional judgement of CLAYA TECH LTD based on the information available at the time. The Client acknowledges that technical and commercial circumstances change, and that recommendations made by CLAYA TECH LTD are time-specific. The Client is responsible for making its own decisions about whether and how to act on any recommendation provided. CLAYA TECH LTD shall not be liable for any loss or damage arising from the Client's decision to act upon or to refrain from acting upon any recommendation.

5. Client Obligations

The successful performance of the Services is dependent upon the Client fulfilling its obligations as described in this clause and in the Engagement Letter or Statement of Work. The Client acknowledges that CLAYA TECH LTD's ability to perform the Services on time and to the agreed standard is contingent upon the Client meeting its obligations in a timely manner.

5.1 Information and Access

The Client shall provide CLAYA TECH LTD with all information, materials, access credentials, system access, documentation and resources that CLAYA TECH LTD reasonably requires in order to perform the Services. The Client shall ensure that any information or materials provided to CLAYA TECH LTD are accurate, complete and up to date. CLAYA TECH LTD shall not be responsible for errors, deficiencies or failures in the Deliverables that result from inaccurate, incomplete or late provision of information or materials by the Client.

5.2 Client Personnel

The Client shall ensure that appropriate personnel are available to participate in the engagement as reasonably required, including attendance at discovery sessions, review meetings, testing and sign-off activities, and handover sessions. Where the Client's failure to make appropriate personnel available causes delay to the performance of the Services, CLAYA TECH LTD shall not be responsible for any consequent delay and may adjust the timeline accordingly.

5.3 Decision-Making Authority

The Client shall ensure that a representative with appropriate authority to make decisions on behalf of the Client is available for engagement activities that require sign-off, approval or direction. Where the Client's internal decision-making processes cause delay to the performance of the Services, CLAYA TECH LTD reserves the right to adjust the delivery timeline and, where the delay is material, to raise a change order addressing the impact on Fees.

5.4 Suitable Environment

Where the Services require access to the Client's systems, networks or premises, the Client shall ensure that the environment is suitable, accessible and appropriately prepared. Where access to the Client's environment requires prior notice, security clearance or other arrangements, the Client shall be responsible for facilitating these arrangements in advance of the required access dates.

5.5 Compliance

The Client shall comply with all applicable laws and regulations in connection with its receipt and use of the Services and Deliverables, including compliance with data protection legislation, sector-specific regulatory requirements and any applicable software or technology licensing obligations.

6. Fees, Invoicing and Payment

6.1 Fees

The Fees payable for the Services are set out in the applicable Engagement Letter or Statement of Work. Fees may be structured as fixed fees for defined deliverables, time and materials charges at agreed rates, retainer arrangements, or a combination of these structures, as specified in the relevant engagement document.

6.2 Expenses

Unless otherwise agreed in the Engagement Letter or Statement of Work, CLAYA TECH LTD shall be entitled to recover reasonable expenses incurred in the performance of the Services, including travel, accommodation and subsistence costs for any work performed away from our normal place of business. All expenses exceeding an agreed threshold shall require prior written approval from the Client. CLAYA TECH LTD shall invoice expenses with supporting receipts where available.

6.3 Invoicing

CLAYA TECH LTD shall issue invoices in accordance with the schedule set out in the Engagement Letter or Statement of Work. Where no invoicing schedule is specified, invoices shall be issued monthly in arrears for time and materials work, or at the milestones specified for fixed-fee work. Invoices shall be addressed to the individual or department specified by the Client at the commencement of the engagement.

6.4 Payment Terms

Unless otherwise agreed in writing, all invoices are payable within thirty calendar days of the invoice date. Payment shall be made in pounds sterling by bank transfer to the account details specified on the invoice. All amounts stated are exclusive of value added tax (VAT), which shall be charged at the applicable rate where CLAYA TECH LTD is registered for VAT and such tax is chargeable.

6.5 Late Payment

If the Client fails to make payment by the due date, CLAYA TECH LTD reserves the right to charge interest on the overdue amount at the rate of eight percent per annum above the Bank of England base rate, calculated from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. CLAYA TECH LTD also reserves the right to recover reasonable debt recovery costs in addition to interest. CLAYA TECH LTD may, without prejudice to any other remedy available to it, suspend the performance of the Services until all outstanding amounts have been paid in full.

6.6 Disputed Invoices

If the Client disputes any element of an invoice, the Client must notify CLAYA TECH LTD in writing within fourteen calendar days of the invoice date, specifying the nature and amount of the dispute. The Client shall pay any undisputed portion of the invoice by the payment due date. The parties shall use reasonable endeavours to resolve any invoicing dispute promptly. Where a dispute is resolved in CLAYA TECH LTD's favour, the relevant amount shall be payable within seven calendar days of resolution.

6.7 Fee Reviews

For ongoing retainer or framework engagements, CLAYA TECH LTD reserves the right to review the applicable rates annually. Any proposed rate increase shall be notified to the Client in writing at least thirty calendar days before it takes effect.

7. Intellectual Property Rights

7.1 Pre-existing Intellectual Property

Each party shall retain ownership of all Intellectual Property Rights in materials that existed prior to the commencement of the engagement ("Pre-existing IP"). CLAYA TECH LTD's Pre-existing IP includes, without limitation, its proprietary methodologies, frameworks, development tools, reusable code libraries, templates and know-how. The Client's Pre-existing IP includes, without limitation, its existing software, data, content, brand materials and business processes.

7.2 Ownership of Deliverables

Unless otherwise specified in the Engagement Letter or Statement of Work, all Intellectual Property Rights in Deliverables created specifically for the Client and funded by the Client's Fees shall vest in the Client upon full payment of all Fees due in respect of the relevant engagement. Prior to full payment, CLAYA TECH LTD retains all Intellectual Property Rights in the Deliverables and grants the Client a limited licence to use the Deliverables only for the purposes specified in the Agreement.

Where Deliverables incorporate CLAYA TECH LTD's Pre-existing IP, CLAYA TECH LTD hereby grants the Client a non-exclusive, non-transferable, royalty-free licence to use such Pre-existing IP as incorporated in the Deliverables, solely for the Client's internal business purposes. This licence does not extend to sub-licensing, redistribution or use of the Pre-existing IP separately from the Deliverables.

7.3 Client's Licence to CLAYA TECH LTD

The Client hereby grants CLAYA TECH LTD a non-exclusive, royalty-free licence to use the Client's Pre-existing IP and any materials provided by the Client to CLAYA TECH LTD, solely to the extent necessary to perform the Services. This licence terminates upon the conclusion of the engagement.

7.4 Open Source Components

Where Deliverables incorporate open source software components, CLAYA TECH LTD shall identify those components and their applicable licences. The Client acknowledges that the use of open source components is subject to the terms of the relevant open source licences, and that CLAYA TECH LTD's obligations in respect of the open source components are limited accordingly. CLAYA TECH LTD shall use commercially reasonable efforts to select open source components that are compatible with the Client's intended use.

7.5 Portfolio and Reference Rights

CLAYA TECH LTD shall not use the Client's name, logo, or any description of the work performed for the Client in any marketing, promotional or portfolio material without the Client's prior written consent. The Client may, at its discretion, consent to such use on terms to be agreed between the parties.

8. Confidentiality

8.1 Obligation of Confidence

Each party acknowledges that in the course of the engagement it may receive Confidential Information belonging to the other party. Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for the purposes of performing its obligations or exercising its rights under the Agreement, and not to disclose it to any third party without the prior written consent of the disclosing party.

8.2 Standard of Care

Each party shall protect the Confidential Information of the other party using at least the same degree of care it applies to its own Confidential Information of a similar nature, and in any event using no less than reasonable care. Each party shall limit access to the other's Confidential Information to those of its personnel who have a genuine need to know it for the purposes of the Agreement, and shall ensure that such personnel are subject to obligations of confidentiality no less protective than those in this clause.

8.3 Exceptions

The obligations of confidentiality in this clause shall not apply to information that: was already in the receiving party's possession prior to disclosure, as evidenced by written records predating the disclosure; is or becomes publicly available through no fault of the receiving party; is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or is required to be disclosed by law, by regulatory authority, or by court order, provided that the receiving party gives the disclosing party the earliest practicable advance notice of such requirement and cooperates with the disclosing party in seeking appropriate protective measures.

8.4 Duration

The obligations of confidentiality in this clause shall survive the termination or expiry of the Agreement for a period of five years, except in respect of trade secrets and genuinely proprietary technical information, in respect of which the obligations shall continue indefinitely.

8.5 Return or Destruction of Confidential Information

Upon termination or expiry of the Agreement, or upon request by the disclosing party, the receiving party shall promptly return or securely destroy all copies of the disclosing party's Confidential Information in its possession or control, and shall confirm in writing that it has done so. The receiving party may, however, retain copies of Confidential Information that are required to be retained by applicable law or regulation, provided that such retained copies continue to be subject to the confidentiality obligations in this clause.

9. Data Protection

Each party shall comply with all applicable data protection legislation in relation to any personal data processed in connection with the Agreement, including the UK General Data Protection Regulation, the Data Protection Act 2018, and any regulations or guidance issued thereunder.

Where CLAYA TECH LTD processes personal data on behalf of the Client in the course of performing the Services (such that CLAYA TECH LTD acts as a data processor for the Client as data controller), the parties shall enter into a Data Processing Agreement setting out the subject matter, nature, purpose and duration of the processing, the type of personal data and categories of data subjects involved, and the obligations and rights of the data controller. CLAYA TECH LTD shall process such personal data only in accordance with the Client's documented instructions and shall implement appropriate technical and organisational measures to ensure the security of the personal data.

The parties' respective data protection obligations in respect of personal data processed for their own purposes (such as the management of the commercial relationship) are governed by each party's own privacy notice, copies of which are available on request. CLAYA TECH LTD's Privacy Policy is available at clayatech.work/privacy-policy.

Each party shall promptly notify the other upon becoming aware of any actual or suspected personal data breach that relates to personal data processed in connection with the Agreement, and shall cooperate fully with the other party in the management, investigation and remediation of any such breach.

10. Warranties and Representations

10.1 CLAYA TECH LTD Warranties

CLAYA TECH LTD warrants that: it has the right, power and authority to enter into the Agreement and to grant the licences provided herein; the Services will be performed by suitably qualified personnel with reasonable skill, care and diligence; the Services and Deliverables will not, to the best of its knowledge, infringe the Intellectual Property Rights of any third party; and to the best of its knowledge, the Deliverables will function materially as described in the applicable Engagement Letter or Statement of Work at the time of delivery.

10.2 Defect Warranty Period

CLAYA TECH LTD provides a limited warranty in respect of Deliverables for a period of thirty calendar days following delivery and acceptance (the "Warranty Period"). During the Warranty Period, if a material defect is identified in the Deliverables that causes them to fail to materially conform to the agreed specification, CLAYA TECH LTD shall, at its own cost, use reasonable endeavours to remedy the defect within a reasonable time following notification by the Client. This warranty does not apply to: defects caused by the Client's misuse or modification of the Deliverables; defects arising from third-party components beyond CLAYA TECH LTD's reasonable control; defects arising from the Client's failure to operate the Deliverables in accordance with the provided documentation; or issues that are the result of changes in the Client's environment or systems after delivery.

10.3 Client Warranties

The Client warrants that: it has the right, power and authority to enter into the Agreement; all information, materials and access provided to CLAYA TECH LTD for the purposes of the engagement are provided with the appropriate rights and permissions; and that the Client's use of the Deliverables will comply with all applicable laws and regulations.

10.4 Exclusion of Other Warranties

Save as expressly set out in this clause, all warranties, conditions and representations of any kind, whether express or implied, statutory or otherwise, in relation to the Services and Deliverables are excluded to the maximum extent permitted by applicable law. In particular, CLAYA TECH LTD does not warrant that the Deliverables will be error-free, that all defects will be identified and corrected, or that the Deliverables will meet requirements that were not specified in the agreed scope.

11. Limitation of Liability

11.1 Exclusion of Consequential Loss

CLAYA TECH LTD shall not be liable to the Client for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of data, loss of goodwill, damage to reputation, business interruption, or any indirect, special, incidental, consequential or punitive loss or damage of any kind, howsoever arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if CLAYA TECH LTD has been advised of the possibility of such loss or damage.

11.2 Cap on Liability

Subject to clause 11.3, CLAYA TECH LTD's total aggregate liability to the Client under or in connection with the Agreement (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed the total Fees paid or payable by the Client to CLAYA TECH LTD under the relevant Engagement Letter or Statement of Work in the twelve months immediately preceding the event giving rise to the claim.

11.3 Exceptions

Nothing in these Terms and Conditions shall limit or exclude CLAYA TECH LTD's liability for: death or personal injury caused by CLAYA TECH LTD's negligence; fraud or fraudulent misrepresentation; any liability that cannot lawfully be limited or excluded under applicable law; breach of the confidentiality obligations in clause 8; or any other matter for which it would be unlawful for CLAYA TECH LTD to limit or exclude its liability.

11.4 Mitigation

The Client shall take all reasonable steps to mitigate any loss or damage suffered, including promptly notifying CLAYA TECH LTD of any defect or failure and cooperating in the resolution of the issue. CLAYA TECH LTD shall not be liable for any loss or damage that could have been avoided had the Client taken reasonable mitigating steps.

11.5 Proportional Liability

Where any loss or damage suffered by the Client is attributable in part to the Client's own acts or omissions, CLAYA TECH LTD's liability shall be reduced to such extent as is just and equitable having regard to the degree of the Client's responsibility for the loss or damage.

12. Indemnification

The Client shall indemnify and hold harmless CLAYA TECH LTD and its officers, employees and agents from and against any claims, losses, damages, costs and expenses (including reasonable legal costs) arising from or in connection with: the Client's breach of these Terms and Conditions or any Engagement Letter or Statement of Work; the Client's use of the Deliverables in a manner not contemplated or permitted by the Agreement; any third-party claim arising from the Client's business operations that is not directly attributable to a breach by CLAYA TECH LTD of its obligations under the Agreement; or any infringement of third-party Intellectual Property Rights arising from the use of materials, information or content provided by the Client to CLAYA TECH LTD in connection with the Services.

CLAYA TECH LTD shall promptly notify the Client of any claim in respect of which the Client's indemnity may be invoked, and shall reasonably cooperate with the Client in the defence of any such claim. The Client shall have the right to control the defence and settlement of any such claim, provided that it does not admit any liability or settle any claim without CLAYA TECH LTD's prior written consent, which shall not be unreasonably withheld or delayed.

13. Term and Termination

13.1 Term

An Agreement between CLAYA TECH LTD and the Client comes into force on the date of acceptance by the Client of the relevant Engagement Letter or Statement of Work, and continues in force until the Services have been completed and all Deliverables have been delivered and accepted, and all Fees have been paid, unless terminated earlier in accordance with this clause.

13.2 Termination for Convenience

Either party may terminate an Agreement for convenience by giving the other party not less than thirty calendar days' prior written notice. In the event of termination for convenience by the Client, the Client shall pay CLAYA TECH LTD for all Services performed and expenses incurred up to the date of termination, plus a termination fee equal to twenty percent of the Fees that would have been payable in respect of any remaining unperformed work under the Agreement, to compensate CLAYA TECH LTD for committed resources and opportunity costs. In the event of termination for convenience by CLAYA TECH LTD, CLAYA TECH LTD shall deliver all work in progress in a reasonable state of completeness and shall provide reasonable transition assistance to the Client.

13.3 Termination for Cause

Either party may terminate an Agreement with immediate effect by written notice to the other party if: the other party commits a material breach of its obligations under the Agreement and, where such breach is capable of remedy, fails to remedy it within thirty calendar days of receiving written notice requiring it to do so; the other party becomes insolvent, enters into administration, receivership or liquidation, makes any compromise or arrangement with its creditors, or takes or suffers any similar action in any jurisdiction; or the other party suspends or ceases to carry on all or a substantial part of its business operations.

In the event of termination for the Client's material breach or insolvency, the Client shall pay CLAYA TECH LTD all Fees accrued up to the date of termination, and CLAYA TECH LTD shall be entitled to retain any deposits or advance payments made by the Client. In the event of termination for CLAYA TECH LTD's material breach or insolvency, the Client shall be entitled to a refund of any Fees paid in respect of Services not yet performed.

13.4 Survival

The following provisions shall survive the termination or expiry of the Agreement for any reason: clauses 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (Data Protection), 11 (Limitation of Liability), 12 (Indemnification), 16 (Non-Solicitation), 17 (Dispute Resolution), 18 (Governing Law), and any other provision that by its nature is intended to survive termination.

14. Force Majeure

Neither party shall be in breach of the Agreement or liable to the other party for any delay or failure to perform its obligations under the Agreement to the extent that such delay or failure is caused by a Force Majeure Event. A "Force Majeure Event" means any circumstance beyond the reasonable control of the affected party, including acts of God, fire, flood, earthquake or other natural disaster, war, civil unrest, terrorism, governmental action, epidemic, pandemic, national emergency, industrial dispute (other than one involving the affected party's own workforce), failure of third-party utilities or telecommunications infrastructure, or cyber-attacks on the affected party's systems.

The party affected by a Force Majeure Event shall promptly notify the other party in writing, describing the event and its expected duration and impact. The affected party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable. If a Force Majeure Event continues for a period exceeding sixty consecutive calendar days, either party may terminate the Agreement by giving thirty calendar days' written notice to the other, without liability to either party other than for Fees accrued in respect of Services already performed.

15. Subcontracting and Assignment

15.1 Subcontracting by CLAYA TECH LTD

CLAYA TECH LTD may engage suitably qualified and experienced subcontractors to assist in the performance of the Services, provided that CLAYA TECH LTD remains responsible to the Client for the performance of the Services in accordance with the Agreement. CLAYA TECH LTD shall ensure that any subcontractors engaged in connection with the Services are subject to obligations of confidentiality and data protection no less protective than those applying to CLAYA TECH LTD under the Agreement.

15.2 Assignment by CLAYA TECH LTD

CLAYA TECH LTD may assign its rights and obligations under the Agreement to an affiliate or successor entity without the Client's consent, provided that CLAYA TECH LTD notifies the Client of any such assignment promptly. Any other assignment by CLAYA TECH LTD shall require the prior written consent of the Client, which shall not be unreasonably withheld or delayed.

15.3 Assignment by the Client

The Client may not assign, transfer, sub-licence or otherwise dispose of any of its rights or obligations under the Agreement without the prior written consent of CLAYA TECH LTD. Any purported assignment in breach of this clause shall be void.

16. Non-Solicitation

During the term of any Agreement and for a period of twelve months following the termination or expiry of the Agreement, the Client shall not, without the prior written consent of CLAYA TECH LTD, directly or indirectly solicit, induce, recruit or employ any individual who is at that time (or was, within the six months preceding the relevant engagement) employed or contracted by CLAYA TECH LTD in connection with the performance of the Services.

This clause does not prevent the Client from employing or engaging any individual who applies in response to a general public advertisement that is not targeted specifically at CLAYA TECH LTD personnel. In the event of a breach of this clause by the Client, the Client shall pay CLAYA TECH LTD a fee equivalent to one year's gross annual compensation of the individual concerned as liquidated damages, representing a genuine pre-estimate of the loss suffered by CLAYA TECH LTD.

17. Dispute Resolution

17.1 Good Faith Negotiation

In the event of any dispute or difference arising between the parties out of or in connection with the Agreement, the parties shall first attempt to resolve the matter by good faith negotiation between senior representatives of each party. Either party may initiate this process by giving written notice to the other party specifying the nature of the dispute. The parties shall hold a meeting within fourteen Working Days of such notice to attempt to resolve the dispute.

17.2 Mediation

If the dispute is not resolved through good faith negotiation within twenty-eight calendar days of the written notice referred to in clause 17.1 (or such longer period as the parties may agree in writing), either party may propose resolution of the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) or such other mediation body as the parties may agree. Participation in mediation is voluntary for both parties but is encouraged as an efficient and cost-effective means of resolution prior to litigation.

17.3 Litigation

Nothing in this clause shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction where necessary to protect its interests, pending the outcome of the dispute resolution procedures described above.

18. Governing Law and Jurisdiction

These Terms and Conditions and all Agreements between CLAYA TECH LTD and the Client shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with these Terms and Conditions or any Agreement, including non-contractual disputes and claims, except as provided in clause 17.3 in respect of urgent interim relief.

19. Entire Agreement

These Terms and Conditions, together with the applicable Engagement Letter or Statement of Work and any schedules, appendices or other documents expressly incorporated by reference, constitute the entire agreement between the parties in relation to the subject matter of the Agreement and supersede all previous agreements, representations, warranties, understandings and negotiations between the parties in relation to the same subject matter, whether written or oral.

Each party acknowledges that it has not entered into the Agreement in reliance on any representation, warranty or statement made by or on behalf of the other party that is not expressly included in the Agreement. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

20. General Provisions

20.1 Variation

No variation to these Terms and Conditions shall be binding unless it is agreed in writing and signed by an authorised representative of both parties. For the avoidance of doubt, an exchange of emails between authorised representatives confirming an agreed variation shall constitute a valid variation in writing.

20.2 Waiver

A failure or delay by either party in exercising any right or remedy provided under the Agreement or by law shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict that party from exercising that right or remedy in the future. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver must be expressly confirmed in writing to be effective.

20.3 Severability

If any provision of these Terms and Conditions or any Agreement is found by any court or competent authority to be invalid, unlawful, unenforceable or illegal, in whole or in part, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of the remaining provisions shall not be affected.

20.4 No Partnership or Agency

Nothing in these Terms and Conditions or any Agreement shall be deemed to create a partnership, joint venture, employment or agency relationship between CLAYA TECH LTD and the Client. Neither party has the authority to bind the other in contract or otherwise, except as expressly provided in the Agreement. CLAYA TECH LTD is an independent professional services provider acting as an independent contractor.

20.5 Third-Party Rights

The Agreement is made for the benefit of the parties only. Nothing in these Terms and Conditions or any Agreement is intended to confer any benefit on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, and the parties may amend or rescind the Agreement without the consent of any third party.

20.6 Notices

Any notice given under or in connection with the Agreement shall be in writing and shall be delivered by hand, sent by first class pre-paid post, or sent by email (with evidence of receipt) to the relevant party's registered address or such other address as may be notified from time to time. Notices shall be deemed received: if delivered by hand, at the time of delivery; if sent by post, two Working Days after posting; and if sent by email, at the time of transmission (provided that no automated error message is received by the sender within twenty-four hours of transmission).

20.7 Counterparts

An Engagement Letter or Statement of Work may be executed in counterparts, each of which shall constitute an original and which together shall constitute one and the same document. Electronic signatures are acceptable and shall have the same legal effect as handwritten signatures for the purposes of the Agreement.

21. Contact Information

For all enquiries relating to these Terms and Conditions, including requests for clarification prior to entering into an Agreement, please contact us at:

CLAYA TECH LTD
64 Silvesters
Harlow
CM19 5NW
United Kingdom

Email: tech@clayatech.work
Telephone: +44 7742 808756
Website: clayatech.work

These Terms and Conditions were last reviewed and updated on 28 May 2026 and replace all previous versions.