Terms of Business

1. Respect & Professional Conduct

1.1 The Company has a zero-tolerance policy for disrespectful, abusive, harassing, or unprofessional behaviour. Any such conduct shall constitute a material breach entitling the Company to terminate the engagement immediately.

2. Engagement

2.1 The Supplier agrees to provide services to the Company strictly on the basis of these Terms.

2.2 No other terms apply unless expressly agreed in writing and signed by a director of the Company.

2.3 The Supplier shall not subcontract or delegate work without the Company's prior written consent.

2.4 The Supplier remains fully responsible for all acts and omissions of any approved subcontractor.

3. Confidentiality

3.1 The Supplier shall keep all information relating to the Company, its business, technology, products, customers, or operations strictly confidential.

3.2 Confidential Information may only be disclosed if required by law/regulator, with prompt notice to the Company.

3.3 These obligations survive for 10 years after termination of engagement.

4. Intellectual Property Rights (IPR)

4.1 Assignment: The Supplier hereby assigns to the Company, with full title guarantee and free from all encumbrances, all rights, title, and interest in and to any and all Intellectual Property Rights developed, created, or acquired by the Supplier in connection with or arising out of the engagement (the "Assigned Intellectual Property").

4.2 Scope of Rights: The assignment under clause 4.1 includes all present and future rights to:

• use, reproduce, modify, adapt, distribute, and exploit the Assigned Intellectual Property;
• apply for, register, and maintain any Intellectual Property Rights in the Assigned Intellectual Property;
• bring, defend, or settle any claims or proceedings relating to the Assigned Intellectual Property.

4.3 Further Assurance: At the Company's request and expense, the Supplier shall promptly execute documents and perform acts necessary to give full effect to this assignment.

4.4 Warranties: The Supplier warrants that:

• it is the sole legal and beneficial owner of the Assigned Intellectual Property;
• the Assigned Intellectual Property is original, free from third-party claims or encumbrances;
• no rights in the Assigned Intellectual Property have been granted to third parties.

4.5 Background IP: The Supplier retains ownership of any pre-existing tools, templates, or materials ("Background IP"). Where Background IP is used in the Assigned Intellectual Property, the Supplier grants the Company a worldwide, royalty-free, perpetual, irrevocable licence to use and exploit it as part of the Works.

4.6 Payment may be withheld until full transfer of Intellectual Property Rights is confirmed.

4.7 The Supplier shall not incorporate open-source or third-party code into any Works without the Company's prior written consent and full disclosure of applicable licence terms.

4.8 The Supplier hereby irrevocably waives all moral rights in the Works to the fullest extent permitted by law.

5. Deliverables & Standards

5.1 The Supplier shall perform services with reasonable skill, care, and diligence.

5.2 Deliverables must be provided in open, editable formats (e.g. source files, Figma, repositories).

5.3 Deliverables are only deemed accepted once the Company confirms acceptance in writing.

5.4 Deadlines must be met unless otherwise agreed in writing.

5.5 Where deadlines are critical, the Company may specify milestone-based payments contingent upon timely and satisfactory delivery.

6. Data Protection & Cybersecurity

6.1 The Supplier shall comply with UK GDPR and all applicable data protection laws.

6.2 Personal data shall only be processed on the Company's instructions and kept secure.

6.3 If given access to Company systems, the Supplier shall comply with all Company IT and security policies.

6.4 The Supplier shall immediately notify the Company of any actual or suspected data breach or cybersecurity incident.

7. Conflict of Interest

7.1 The Supplier shall not, without the Company's prior written consent, provide services to a direct competitor during the engagement.

7.2 The Supplier shall disclose any actual or potential conflicts of interest immediately.

8. Non-Disparagement & Publicity

8.1 The Supplier shall not disparage, denigrate, or harm the reputation of the Company, its directors, employees, or business.

8.2 The Supplier shall not use the Company's name, logo, or Works in any portfolio, marketing, or publicity without prior written consent.

9. Non-Solicitation

9.1 The Supplier shall not, during the engagement and for 12 months after termination, solicit or attempt to solicit:

• any employee, contractor, or consultant of the Company; or
• any customer or client of the Company.

10. Fees, Expenses & Payment

10.1 Fees will be agreed in writing per engagement.

10.2 The Supplier shall not incur expenses chargeable to the Company without prior written approval.

10.3 All invoices shall be issued in GBP, and state whether VAT applies.

10.4 Payment shall be made within 30 days of receipt of a valid invoice.

10.5 The Company may set off any sums owed by the Supplier against payments due.

10.6 The Supplier shall have no lien or right of retention over Works and must not withhold deliverables pending disputes.

10.7 Where the Supplier is paid abroad, payments are fixed in GBP at the Bank of England spot rate on the invoice date.

11. Insurance

11.1 The Supplier shall maintain appropriate professional indemnity and public liability insurance and provide evidence of cover upon request.

12. Audit & Record-Keeping

12.1 The Supplier shall maintain accurate records of services performed, hours worked, and materials used for at least three years.

12.2 The Company may audit such records on reasonable notice.

13. Indemnity & Liability

13.1 The Supplier indemnifies the Company against all losses, claims, damages, or expenses arising from breach of these Terms.

13.2 The Company's liability to the Supplier is limited to the fees payable for the relevant engagement.

13.3 Nothing limits liability for fraud, death, or personal injury.

13.4 Claims must be brought within 24 months of termination.

14. Remedies

14.1 Breach may cause irreparable harm not compensable by money damages.

14.2 The Company is entitled to injunctions, specific performance, or other equitable relief in any jurisdiction without bond, security, or proof of special damages.

15. Termination & Exit Assistance

15.1 The Company may terminate immediately for material breach, misconduct, or disrespectful behaviour.

15.2 On termination, the Supplier must deliver all Works and Confidential Information and permanently delete any copies.

15.3 The Supplier shall provide reasonable assistance to transition and handover.

16. Compliance & Ethics

16.1 The Supplier shall comply with all applicable laws, including the Bribery Act 2010, the Modern Slavery Act 2015, and any sanctions or export controls.

16.2 The Supplier warrants that no services involve forced labour, child labour, or unethical practices.

17. Change Control

17.1 Any change to scope, deliverables, or timelines must be agreed in writing before work commences.

17.2 No verbal or informal agreement shall be binding.

18. Governing Law & Jurisdiction

18.1 Governing Law & Jurisdiction These terms and any dispute or claim arising out of, or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or its formation (including non-contractual disputes or claims).

18.3 The controlling language of this Agreement is English.

19. Miscellaneous

• Notices: Formal notices shall be sent by email to legal@upticker.com (or such address as notified) and are deemed received on the day of transmission.
• Force Majeure: Neither party is liable for delays caused by events outside reasonable control.
• No Partnership: Nothing creates a partnership, agency, or employment relationship.
• Severance: Invalid clauses do not affect the remainder.
• No Waiver: Failure to enforce rights once does not waive future enforcement.
• Variation: No variation of these Terms is valid unless in writing and signed by a director of the Company.
• Counterparts & E-Signature: This Agreement may be executed in counterparts and signed electronically.
• Entire Agreement: These Terms and any written project agreement form the entire agreement.
• Successors & Assigns: These Terms bind and benefit the parties and their successors/assigns.
• Survival: Clauses on Confidentiality, IP, Data Protection, Non-Disparagement, Indemnity, and Non-Solicitation survive termination.