Terms and Conditions

HELPATH LTD · Last updated: 1 November 2024 · Version: 3.1 · Governing law: England and Wales

1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply unless the context requires otherwise:

• "Agreement" means the contract for the provision of Services formed by these Terms and Conditions together with the applicable Statement of Work or Engagement Letter.
• "Charges" means the fees, rates and other amounts payable by the Client to HELPATH in respect of the Services, as set out in the applicable Statement of Work.
• "Client" means the person, company or other legal entity that engages HELPATH to provide the Services pursuant to an Agreement.
• "Client Materials" means all data, documents, content, specifications, information, software, and other materials provided by or on behalf of the Client to HELPATH for use in connection with the Services.
• "Confidential Information" means any information disclosed by one party to the other in connection with the Agreement that is marked as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure.
• "Deliverables" means the work product, output, software, documentation and other materials to be created or delivered by HELPATH as specified in the applicable Statement of Work.
• "Engagement Letter" means a letter or document signed by both parties that sets out the agreed scope, fees and key terms for a specific engagement, which incorporates these Terms and Conditions by reference.
• "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, war, invasion, acts of terrorism, riot or civil disorder, governmental action, failure of utilities, strikes or industrial action, or failure of telecommunications networks.
• "HELPATH" means HELPATH LTD, a company registered in England and Wales, with registered office at 5 Brayford Square, London, E1 0SG, United Kingdom.
• "Intellectual Property Rights" means patents, rights in inventions, utility models, copyright and neighbouring rights, moral rights, database rights, trademarks, service marks, trade names, domain names, rights in get-up and trade dress, design rights, semiconductor topography rights, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, and all applications for the same.
• "Personnel" means HELPATH's employees, contractors, subcontractors and other persons engaged by HELPATH to deliver the Services.
• "Services" means the professional IT and software engineering services to be provided by HELPATH as described in the applicable Statement of Work or Engagement Letter.
• "Statement of Work" or "SOW" means a document agreed in writing between HELPATH and the Client that specifies the scope, deliverables, timeline, fees and other terms applicable to a specific engagement.
• "UK GDPR" means the United Kingdom General Data Protection Regulation as retained in UK law by the European Union (Withdrawal) Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

In these Terms and Conditions, unless the context requires otherwise: words importing the singular include the plural and vice versa; a reference to a statute includes any amendment, extension or re-enactment of that statute; headings are for convenience only and do not affect interpretation; the word "including" does not limit the generality of any preceding words.

2. Formation of Agreement

An Agreement is formed when HELPATH and the Client have both executed a Statement of Work or Engagement Letter that incorporates these Terms and Conditions. No Agreement shall come into existence solely as a result of communications on the Website, informal correspondence, or the submission of an enquiry or clarity brief through our contact form.

These Terms and Conditions shall apply to all Agreements between HELPATH and the Client to the exclusion of any other terms and conditions, including any terms or conditions that the Client purports to apply, unless HELPATH has expressly agreed in writing to the contrary. In the event of any conflict between these Terms and Conditions and the terms of a Statement of Work or Engagement Letter, the terms of the Statement of Work or Engagement Letter shall prevail to the extent of the conflict.

HELPATH reserves the right to decline any engagement request without obligation to provide reasons for doing so.

3. Scope of Services

HELPATH shall provide the Services described in the applicable Statement of Work or Engagement Letter with the standard of care, skill and diligence reasonably expected of a competent professional IT services provider. HELPATH does not guarantee any particular outcome or result unless expressly stated as a warranty in the Statement of Work.

Any changes to the scope of Services must be agreed in writing by both parties through a formal change control process. HELPATH shall not be obliged to perform work that falls outside the agreed scope without a written change authorisation that includes agreed additional Charges and any revised timelines. Verbal instructions to expand scope shall not be binding on HELPATH.

Where a Statement of Work references a timeline or project schedule, such timelines are estimates unless they are expressly stated as fixed contractual commitments. HELPATH will use reasonable endeavours to meet agreed timelines but shall not be liable for delays caused by the Client's failure to provide required information, approvals or access on a timely basis, third-party dependencies, Force Majeure Events, or changes to scope agreed after the initial Statement of Work is signed.

4. Client Obligations

The Client acknowledges that the quality and timeliness of Services delivered by HELPATH are dependent in part upon the Client fulfilling the following obligations:

• Providing HELPATH with accurate, complete and timely information, access, approvals and Client Materials as reasonably requested by HELPATH in connection with the Services.
• Making available the appropriate Client personnel with sufficient authority and knowledge to support the discovery, requirement analysis and review activities required by the Services.
• Reviewing and providing written feedback on Deliverables submitted for review within the timescales agreed in the relevant Statement of Work or, in the absence of agreed timescales, within ten business days of submission.
• Notifying HELPATH promptly in writing of any changes to the Client's business requirements, technical environment or other material matters that may affect the delivery of the Services.
• Ensuring that all Client Materials provided to HELPATH are lawfully held, that the Client has the right to provide them to HELPATH, and that their use by HELPATH in connection with the Services will not infringe the Intellectual Property Rights of any third party.
• Complying with all applicable laws and regulations in connection with its use of the Services and the Deliverables.

HELPATH shall not be responsible for any delay, deficiency or failure in the Services that results from the Client's failure to fulfil any of the above obligations. HELPATH may charge for additional time and resources required as a result of such failures at rates specified in the applicable Statement of Work.

5. Charges and Payment Terms

The Client shall pay the Charges in accordance with the payment terms set out in the applicable Statement of Work or Engagement Letter. In the absence of specific payment terms, the following provisions shall apply:

• HELPATH shall issue invoices in accordance with the invoicing schedule set out in the Statement of Work, or monthly in arrears for time-and-materials engagements.
• All invoices are payable within thirty (30) days of the invoice date.
• All Charges are stated exclusive of VAT, which shall be added at the applicable rate where applicable and payable by the Client in addition to the Charges.
• Where a fixed-price engagement requires an advance payment or deposit as specified in the Statement of Work, that payment shall be due before HELPATH begins work and is non-refundable except where HELPATH terminates the Agreement without cause.

If any amount due remains unpaid after the due date, HELPATH reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998. HELPATH may also suspend provision of Services until overdue amounts are paid in full.

HELPATH reserves the right to review and adjust its fee rates with reasonable notice to the Client. Any rate changes will apply to new Statements of Work and will not affect fees already agreed in an executed Statement of Work unless a new agreement is reached between the parties.

All Charges are in pounds sterling unless otherwise agreed in writing. Where the Client is based outside the United Kingdom, the Client is responsible for any bank charges, currency conversion costs or withholding taxes applicable in their jurisdiction.

6. Intellectual Property Rights

The allocation of Intellectual Property Rights in Deliverables is governed by the applicable Statement of Work. In the absence of specific provisions in the Statement of Work, the following default provisions apply:

6.1 Client Ownership of Custom Deliverables

Upon full payment of all Charges due under the applicable Statement of Work, HELPATH assigns to the Client all right, title and interest in and to the Intellectual Property Rights in the custom Deliverables created specifically for the Client as part of the Services, to the extent such Intellectual Property Rights can lawfully be assigned.

6.2 HELPATH Background IP

HELPATH retains ownership of all Intellectual Property Rights in tools, methodologies, frameworks, libraries, code components and pre-existing works developed by HELPATH independently of the relevant engagement ("HELPATH Background IP"). Where HELPATH incorporates HELPATH Background IP into the Deliverables, HELPATH grants the Client a non-exclusive, royalty-free, perpetual licence to use that Background IP solely as part of and in connection with the Deliverables, and not on a standalone basis or for any other purpose.

6.3 Third-Party Components

Where HELPATH incorporates third-party open source or commercially licensed components into the Deliverables, HELPATH will identify any material third-party components and their applicable licences. The Client is responsible for complying with the terms of any such third-party licences in their use of the Deliverables.

6.4 Client Materials

The Client retains all Intellectual Property Rights in Client Materials. The Client grants HELPATH a non-exclusive licence to use Client Materials solely for the purpose of providing the Services during the term of the Agreement.

7. Confidentiality

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without the disclosing party's prior written consent, except as permitted below. Each party shall use the other party's Confidential Information only for the purpose of performing its obligations or exercising its rights under the Agreement.

The confidentiality obligations above do not apply to information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was already known to the receiving party before disclosure; (c) is received from a third party who is not under any confidentiality obligation in respect of that information; or (d) is required to be disclosed by applicable law, court order or regulatory authority, provided that the disclosing party is given advance notice where legally permissible.

HELPATH may include a reference to the Client as a client in its marketing materials, website and business development presentations, unless the Client instructs HELPATH in writing that it does not consent to such reference. HELPATH will not disclose the specific terms, scope or financial details of any engagement without the Client's prior written consent.

The confidentiality obligations set out in this clause shall survive the termination or expiry of the Agreement for a period of five years.

8. Data Protection

Where HELPATH processes personal data as a data processor on behalf of the Client in the course of providing the Services, the parties shall enter into a Data Processing Agreement ("DPA") that complies with UK GDPR requirements. The DPA shall form part of the Agreement and shall govern HELPATH's processing of personal data on the Client's behalf.

Where HELPATH processes personal data as a data controller in connection with its own business operations, such processing is governed by HELPATH's Privacy Policy at privacy-policy.html.

Each party shall comply with its respective obligations under applicable data protection law, including UK GDPR and the Data Protection Act 2018. HELPATH shall implement appropriate technical and organisational measures to protect personal data processed in connection with the Services against unauthorised access, loss, destruction or alteration.

9. Warranties

HELPATH warrants that: (a) it has the legal right and authority to enter into the Agreement and to perform its obligations thereunder; (b) the Services will be performed by suitably qualified and experienced personnel exercising reasonable professional care and skill; (c) to the best of HELPATH's knowledge, the Deliverables will not infringe the Intellectual Property Rights of any third party at the date of delivery; and (d) HELPATH holds and maintains during the term of the Agreement all licences, permissions and consents required to perform the Services.

HELPATH provides a warranty against defects in the Deliverables for a period of thirty (30) days following delivery and acceptance. During this period, HELPATH will, at its own cost, remedy any defect that is demonstrated to be caused by HELPATH's failure to meet the agreed specifications. This warranty does not cover defects arising from Client modifications to the Deliverables, use of the Deliverables in an environment other than that for which they were designed, or failure to follow HELPATH's recommendations regarding deployment and configuration.

Except as expressly set out in these Terms and Conditions or the applicable Statement of Work, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by applicable law.

10. Limitation of Liability

Nothing in these Terms and Conditions shall limit or exclude either party's liability for: (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be lawfully limited or excluded under applicable English law.

Subject to the above, HELPATH's total aggregate liability to the Client in contract, tort (including negligence), breach of statutory duty or otherwise arising in connection with the Agreement shall not exceed the total Charges paid or payable by the Client under the applicable Statement of Work during the twelve-month period immediately preceding the event giving rise to the claim.

In no event shall HELPATH be liable to the Client for: (a) loss of profits; (b) loss of revenue; (c) loss of business or goodwill; (d) loss of anticipated savings; (e) loss of data; (f) loss arising from system downtime; or (g) any indirect, consequential, special or punitive loss or damage — in each case whether or not HELPATH was advised of the possibility of such loss.

The Client agrees to take reasonable steps to mitigate any loss it suffers in connection with any claim against HELPATH.

11. Termination

Either party may terminate the Agreement immediately upon written notice to the other party if:

• The other party commits a material breach of the Agreement that is incapable of remedy, or that the other party fails to remedy within thirty (30) days of receiving written notice specifying the breach and requiring its remedy.
• The other party becomes insolvent, enters administration, receivership, liquidation or any voluntary arrangement with its creditors, or takes any analogous action in any jurisdiction.

HELPATH may terminate the Agreement immediately upon written notice if the Client fails to pay any amount due under the Agreement within fourteen (14) days of a written reminder following the payment due date.

Either party may terminate a time-and-materials or retainer engagement by providing not less than thirty (30) days' written notice to the other party, unless a different notice period is specified in the applicable Statement of Work.

Upon termination or expiry of the Agreement: (a) each party shall promptly return or, at the disclosing party's request, securely delete or destroy the other party's Confidential Information; (b) the Client shall pay all Charges due for Services delivered up to the date of termination; (c) HELPATH shall deliver to the Client any Deliverables completed or in progress at the date of termination, to the extent paid for; (d) all licences granted under the Agreement shall terminate, except for licences that expressly survive termination.

Clauses 7 (Confidentiality), 8 (Data Protection), 10 (Limitation of Liability), 13 (Governing Law) and any other provisions that by their nature should survive termination shall continue in full force and effect after termination or expiry of the Agreement.

12. Force Majeure

Neither party shall be in breach of the Agreement or liable for any failure or delay in the performance of its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party: (a) notifies the other party in writing of the Force Majeure Event and its expected duration as soon as reasonably practicable; (b) uses reasonable endeavours to mitigate the effects of the Force Majeure Event; and (c) resumes performance as soon as reasonably practicable after the Force Majeure Event ceases.

If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the Agreement by providing written notice to the other, without liability to either party, save that the Client shall pay for Services delivered prior to the commencement of the Force Majeure Event.

13. Governing Law and Dispute Resolution

These Terms and Conditions and any Agreement formed pursuant to them, and any dispute or claim arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.

In the event of any dispute or difference arising between the parties in connection with the Agreement, the parties shall first seek to resolve such dispute through good-faith negotiations between senior representatives of both parties. Either party may initiate this process by providing written notice to the other identifying the dispute and requesting a meeting or call within ten (10) business days.

If the dispute is not resolved within thirty (30) days of the initial written notice (or such longer period as the parties may agree in writing), either party may refer the dispute to the courts of England and Wales, and each party submits to the exclusive jurisdiction of those courts.

14. Anti-Bribery and Modern Slavery

HELPATH is committed to conducting its business ethically and in compliance with the Bribery Act 2010 and the Modern Slavery Act 2015. HELPATH does not offer, give, request or accept any financial or other advantage in connection with any business arrangement. HELPATH takes reasonable steps to ensure that its supply chain does not involve forced labour, human trafficking or other forms of modern slavery.

The Client represents and warrants that it will comply with all applicable anti-corruption, anti-bribery and modern slavery legislation in connection with its relationship with HELPATH.

15. Subcontracting

HELPATH may subcontract any part of the Services to qualified third parties without the Client's prior consent, provided that HELPATH remains responsible to the Client for the performance of subcontracted Services and ensures that any subcontractors are bound by obligations of confidentiality and data protection no less protective than those in these Terms and Conditions.

The Client shall not assign, transfer or subcontract any of its rights or obligations under the Agreement without HELPATH's prior written consent.

16. Entire Agreement

These Terms and Conditions, together with the applicable Statement of Work or Engagement Letter and any Data Processing Agreement, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior communications, negotiations, representations or agreements, whether written or oral, relating to the same subject matter. Each party acknowledges that it has not relied on any representation, warranty or undertaking that is not set out in the Agreement.

Nothing in this clause limits or excludes liability for fraudulent misrepresentation.

17. Severance

If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, unenforceable or illegal, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid, unenforceable or illegal provision with a valid provision that, as closely as possible, achieves the original commercial intent of the replaced provision.

18. Waiver

No failure or delay by either party in exercising any right or remedy under the Agreement shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy shall prevent any further exercise of that right or remedy or any other right or remedy. A waiver of any breach of the Agreement shall not constitute a waiver of any subsequent breach.

19. Notices

All notices required or permitted under the Agreement shall be in writing and shall be delivered by email (with acknowledgement of receipt) or by first-class post to the relevant party's address as set out in the applicable Statement of Work or Engagement Letter. Notices sent by email shall be deemed received on the date of transmission if transmitted before 17:00 on a business day, or on the next business day if transmitted after 17:00 or on a non-business day. Notices sent by post shall be deemed received two business days after posting.

20. Contact for Contractual Matters

For all enquiries relating to these Terms and Conditions or the commercial terms of any Agreement, please contact HELPATH LTD at:

• Email: about@helpath.ink
• Telephone: +44 7127 991133
• Post: HELPATH LTD, 5 Brayford Square, London, E1 0SG, United Kingdom