Terms of Business
Terms & Conditions
These Terms set out how DAWNERA Consulting Ltd provides services and how we work with clients. Please read them carefully.
Last updated: 31 August 2025
Scope & Engagement
Work is defined in a proposal or statement of work (SoW). These Terms apply to all engagements unless we agree otherwise in writing.
Fees & Payment
Fees are as quoted (fixed, retainer, or time-and-materials). Invoices are due within 14 days unless stated otherwise.
Law & Jurisdiction
These Terms are governed by the laws of England & Wales, with exclusive jurisdiction of the English courts.
Agreement structure
Our engagement with you consists of: (i) these Terms, and (ii) any proposal, SoW, or order form we issue and you accept (together, the “Agreement”). If there’s a conflict, the proposal/SoW takes priority.
By commissioning work, paying an invoice, or signing a proposal/SoW, you accept this Agreement.
Key terms
Services & client responsibilities▾
We will deliver the services in the SoW with reasonable skill and care. You will provide timely access to information/systems/stakeholders, make decisions promptly, and ensure supplied materials are accurate and lawful. Timelines are estimates unless explicitly binding in the SoW.
Fees, expenses, and payment▾
Fees may be fixed, retainer-based, or time-and-materials at the rates in the SoW. Reasonable expenses are billable. Invoices are due within 14 days; we may pause work for overdue accounts and charge statutory interest/recovery costs as permitted by law.
Changes to scope▾
Any change to scope, timeline, or assumptions requires a written change note or updated SoW, including any fee/schedule adjustments.
Intellectual property▾
We retain ownership of pre-existing IP, methodologies, and tools. Upon full payment, you receive a non-exclusive, perpetual, worldwide licence to use deliverables for internal business purposes. Third-party materials remain under their own licences.
Confidentiality▾
Each party must keep confidential information secret and use it only for the engagement, except where information is public, independently developed, or lawfully obtained from a third party.
Data protection▾
We process personal data under UK GDPR and our Privacy Policy (/privacy). If processing on your behalf, we’ll agree a data processing addendum where required.
Warranties & disclaimers▾
We warrant services will be provided with reasonable skill and care. Except as expressly stated, services/deliverables are provided “as is”; all other warranties are disclaimed to the fullest extent permitted by law.
Liability▾
Nothing limits liability for death/personal injury due to negligence, fraud, or other non-excludable liabilities. Otherwise, neither party is liable for loss of profit, revenue, data, or indirect/consequential loss. Our total liability is capped at fees paid/payable for the relevant services in the 12 months before the event.
Non-solicitation▾
During the engagement and for six months after, neither party will solicit for employment any staff directly involved in the services, except via general adverts not targeted at the other party’s personnel.
Term & termination▾
Either party may terminate for convenience on 14 days’ written notice (unless the SoW specifies otherwise). Either party may terminate for uncured material breach on 14 days’ notice. On termination, you’ll pay for services performed and committed third-party costs.
Publicity▾
Unless you object in writing, we may reference you as a client and use non-confidential high-level engagement descriptions for marketing (e.g., website, creds deck).
Compliance & ethics; force majeure; general▾
We both comply with applicable laws (anti-bribery, modern slavery, sanctions). Neither party is liable for failures caused by events beyond reasonable control. The Agreement includes entire agreement, assignment, notices, severability, and independent contractor clauses.
Changes to these Terms
We may update these Terms to reflect legal, technical, or business changes. The new effective date will be shown at the top. If changes materially affect an ongoing SoW, we will notify you.
Governing law
These Terms are governed by the laws of England & Wales. The courts of England have exclusive jurisdiction.
Privacy
See our Privacy Policy for how we process personal data under UK GDPR.
Export & sanctions
Services are provided subject to applicable export controls and sanctions laws. You confirm you are not a sanctioned party.
Contact
Questions about these Terms?
hello@dawneraconsulting.co.uk
hello@dawneraconsulting.co.uk