Terms of Service

1. Definitions

"Services" means web scraping, data extraction, data processing, software development, and related services as described in any Statement of Work or proposal document agreed between the parties.

"Deliverables" means the data, software, reports, and other outputs produced by the Company in performance of the Services.

"Statement of Work" (SOW) means a written document agreed between the parties setting out the scope, timeline, and fees for a specific engagement.

"Confidential Information" means any non-public information disclosed by either party in connection with the Services.

2. Services

Scope

The Company will provide the Services described in the relevant SOW or proposal. Each engagement begins only upon written confirmation from both parties. Any changes to agreed scope must be documented in a Change Request signed by both parties.

Delivery

We will use reasonable endeavours to meet timelines specified in each SOW. Timelines are estimates unless otherwise expressly stated as fixed. We will notify the Client promptly of any material delays and the reason for them.

Client obligations

The Client shall provide timely access to necessary systems, information, and personnel; respond to reasonable requests for input within agreed timeframes; and ensure that any data or systems provided to the Company are free of third-party restrictions that would prevent their use.

Subcontracting

The Company may subcontract elements of the Services to vetted third parties. The Company remains responsible to the Client for all subcontracted work and ensures subcontractors are bound by equivalent confidentiality and data protection obligations.

3. Payment

Fees

Fees are as stated in the relevant SOW or proposal. Fixed-price quotes are valid for 30 days from date of issue. Time-and-materials work is invoiced at rates agreed in writing.

Invoicing and payment terms

Invoices are issued upon project completion or at milestones specified in the SOW. Payment is due within 14 days of invoice date unless otherwise agreed in writing. For projects over £5,000 a deposit of 50% is required before work commences.

Late payment

Overdue invoices accrue interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. The Company reserves the right to suspend Services for accounts more than 30 days overdue after providing written notice.

Expenses

Pre-approved out-of-pocket expenses (such as third-party data costs or proxy service fees) will be invoiced at cost with supporting receipts.

4. Intellectual Property

Deliverables

Upon receipt of full payment, the Company assigns to the Client all intellectual property rights in the Deliverables produced specifically for that engagement, excluding any underlying tools, frameworks, or pre-existing Company IP.

Company IP

All proprietary scraping infrastructure, tools, libraries, and methodologies developed by the Company remain the Company's exclusive property. The Client receives a non-exclusive licence to use such tools solely in connection with the Deliverables.

Client materials

The Client retains all rights in materials, data, and systems it provides to the Company. The Client grants the Company a limited licence to use such materials solely for the purpose of providing the Services.

5. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to third parties without prior written consent. This obligation survives termination of the engagement for a period of five years.

Confidentiality obligations do not apply to information that: (a) was already in the public domain; (b) was independently developed without use of the disclosing party's information; or (c) is required to be disclosed by law or regulatory authority.

The Company will not use the Client's business data for any purpose other than delivering the agreed Services.

6. Data Protection and Compliance

Both parties agree to comply with UK GDPR and the Data Protection Act 2018 in relation to any personal data processed under these Terms. Where the Company processes personal data on behalf of the Client, a Data Processing Agreement will be entered into as a schedule to the relevant SOW.

The Client warrants that it has lawful authority to commission the collection of any data specified in the SOW, and indemnifies the Company against any claims arising from a breach of that warranty.

The Company warrants that its data collection methods comply with applicable UK law, including the Computer Misuse Act 1990, and that it will respect robots.txt directives and website terms of service as reviewed at the time of project scoping.

7. Limitation of Liability

The Company's total aggregate liability to the Client under or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client in the three months preceding the event giving rise to the claim.

Neither party shall be liable for indirect, consequential, incidental, or special losses, including loss of profit, loss of revenue, or loss of data, even if advised of the possibility of such losses.

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter that cannot be excluded by law.

8. Warranties and Representations

The Company warrants that: (a) it has the right and authority to enter into these Terms; (b) the Services will be provided with reasonable skill and care; and (c) the Deliverables will conform in all material respects to the specifications in the SOW.

Except as expressly stated, all other warranties, conditions, and terms (whether express or implied by statute, common law, or otherwise) are excluded to the fullest extent permitted by applicable law.

The Company does not warrant that data collected from third-party websites will be free from inaccuracies introduced by the source website, nor that access to any particular website will remain uninterrupted.

9. Termination

Termination for convenience

Either party may terminate an ongoing retainer arrangement by giving 30 days' written notice. Fixed-price project SOWs may not be terminated for convenience once work has commenced without payment of fees for work completed to date plus reasonable wind-down costs.

Termination for cause

Either party may terminate immediately by written notice if the other party: (a) commits a material breach that is not remedied within 14 days of written notice; (b) becomes insolvent or enters administration; or (c) engages in conduct that brings the other party into disrepute.

Effect of termination

On termination, the Client shall pay all outstanding fees for work completed. The Company shall deliver to the Client all completed Deliverables and return or destroy the Client's Confidential Information as directed. Each party's accrued rights and obligations survive termination.

10. General Provisions

Entire agreement: These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior representations, discussions, and agreements relating to the subject matter.

Amendments: No amendment to these Terms shall be effective unless made in writing and signed by authorised representatives of both parties.

Assignment: Neither party may assign its rights or obligations without the prior written consent of the other, not to be unreasonably withheld. The Company may assign to a group company or successor entity without consent.

Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it subsequently.

Severability: If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the remaining provisions.

Force majeure: Neither party shall be liable for delays caused by circumstances beyond their reasonable control, provided the affected party notifies the other promptly and uses reasonable endeavours to mitigate the impact.

Notices: Formal notices under these Terms must be in writing and sent by email to the addresses specified in the relevant SOW, with confirmation of receipt.

11. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of England and Wales.

Any dispute arising under or in connection with these Terms shall first be referred to senior representatives of both parties for good-faith negotiation. If not resolved within 30 days, the parties may refer the dispute to mediation before commencing legal proceedings.

Subject to the foregoing, each party submits to the exclusive jurisdiction of the courts of England and Wales.

Contact: UK Data Services — info@ukdataservices.co.uk — +44 1692 689150