UK DESIGN CENTRE LIMITED TERMS AND CONDITIONS

These Terms and Conditions ("Terms") are effective upon acceptance by the client ("Customer") and form a legally binding agreement between the Customer and UK Design Centre Limited, a company incorporated in England and Wales with company number 06446896 and its registered office at 38 Ravensbourne, 5 Central Avenue, London, England, SW6 2GN ("UKDC").

These Terms govern the Customer’s access to and use of all services provided by UKDC, including concept development, design, prototyping, engineering support, and market readiness services (collectively, the "Services").

1. SCOPE OF SERVICES

1.1 UKDC provides Services to assist clients in turning ideas into commercially viable technology products. Services may include, but are not limited to:

• Product Design & Development (a) Concept creation and wireframing (b) UX/UI design for web and mobile (c) Interactive prototypes (d) Front-end and back-end development (e) API integration and system architecture (f) Product vision and roadmap planning (g) Scalability planning for growth
• Launch & Growth Support (h) Performance and load testing (i) Security audits (j) Improvement and feature updates (k) Product branding and UI style guides (l) SEO optimisation for websites and portals (m) Post-launch analytics and optimisation

1.2 The scope, timeline, deliverables, and fees of any engagement will be detailed in a Statement of Work ("SOW") signed by both parties. In the event of a conflict between the SOW and these Terms, the SOW shall prevail.

2. CUSTOMER OBLIGATIONS

2.1 The Customer shall:

• (a) Provide accurate and complete information necessary for UKDC to deliver the Services;
• (b) Respond promptly to UKDC’s requests for information, access, decisions, and approvals;
• (c) Ensure it has full legal rights to any materials, data, content, or intellectual property provided to UKDC for use in the performance of the Services.

2.2 UKDC shall not be liable for delays or issues caused by the Customer’s failure to fulfil its obligations under this Section.

3. FEES AND PAYMENT TERMS

3.1 All fees will be set forth in the relevant SOW. Unless otherwise stated, all amounts are exclusive of VAT and other applicable taxes.

3.2 UKDC may require an upfront deposit and milestone-based payments. Payment is due within fourteen (14) days of invoice issuance unless agreed otherwise in writing.

3.3 In the event of late payment, UKDC reserves the right to:

• (a) Charge statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (8% above the Bank of England base rate) together with reasonable debt recovery costs; and
• (b) Suspend all Services until payment is received in full.

4. INTELLECTUAL PROPERTY

4.1 UKDC shall retain ownership of all intellectual property, methodologies, tools, designs, processes, and know-how developed, created, or used in the course of providing the Services ("Background IP").

4.2 Upon full payment of all outstanding amounts, UKDC grants the Customer a worldwide, royalty-free, non-transferable, non-exclusive licence to use any final deliverables produced under the relevant SOW solely for its internal business purposes.

4.3 The Customer shall not assign, transfer, or sub-license deliverables without UKDC’s prior written consent.

4.4 UKDC retains the right to showcase non-confidential elements of the work in its portfolio and marketing materials, unless expressly prohibited by a separate written agreement.

5. CONFIDENTIALITY

5.1 Each party agrees to maintain in strict confidence any non-public, proprietary, or confidential information disclosed by the other party ("Confidential Information").

5.2 This obligation shall survive termination of these Terms for five (5) years, provided that obligations relating to trade secrets shall continue indefinitely for so long as such information remains a trade secret.

6. DATA PROTECTION

6.1 Where the Services involve the processing of personal data, each party shall comply with its respective obligations under the UK GDPR and the Data Protection Act 2018 (and, where applicable, the EU GDPR).

6.2 Where UKDC processes personal data on behalf of the Customer, the parties shall enter into a separate data processing agreement in accordance with applicable law.

7. WARRANTIES AND LIABILITY

7.1 UKDC warrants that it shall perform the Services with reasonable care and skill consistent with applicable industry standards.

7.2 Except as expressly stated in these Terms, all warranties, conditions, or terms, whether express, implied, statutory, or otherwise (including warranties of fitness for purpose, merchantability, and non-infringement), are excluded to the fullest extent permitted by law.

7.3 Nothing in these Terms excludes or limits liability for:

• (a) Death or personal injury caused by negligence;
• (b) Fraud or fraudulent misrepresentation; or
• (c) Any other liability that cannot be excluded under applicable law.

7.4 Subject to Clause 7.3, UKDC shall not be liable for any indirect, consequential, incidental, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business interruption.

7.5 Subject to Clause 7.3, UKDC’s total cumulative liability for all claims arising under or in connection with these Terms shall not exceed the total fees paid by the Customer for the specific Services giving rise to the claim.

8. INDEMNITY

8.1 The Customer agrees to indemnify, defend, and hold harmless UKDC, its directors, employees, and agents against any claims, damages, losses, or liabilities arising out of:

• (a) Breach of the Customer’s obligations, representations, or warranties under these Terms;
• (b) Use of any Customer-provided materials that infringe third-party rights; or
• (c) Misuse or unlawful use of the deliverables provided by UKDC.

9. TERM AND TERMINATION

9.1 These Terms shall commence on the Effective Date and shall continue until terminated in accordance with this Clause.

9.2 Either party may terminate these Terms for convenience by giving thirty (30) days’ prior written notice.

9.3 Either party may terminate immediately by written notice if the other party:

• (a) commits a material breach and fails to remedy it within fourteen (14) days of receiving notice; or
• (b) becomes insolvent, bankrupt, or enters into liquidation.

9.4 Upon termination:

• (a) All outstanding fees shall become immediately due and payable;
• (b) The Customer shall cease using any deliverables not yet fully paid for; and
• (c) UKDC shall return or securely delete Customer Confidential Information upon written request.

10. GOVERNING LAW AND JURISDICTION

10.1 These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

10.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

11. GENERAL

11.1 No waiver of any right under these Terms shall be effective unless in writing and signed by the waiving party.

11.2 If any provision of these Terms is found invalid or unenforceable, that provision shall be severed and the remainder shall continue in full force and effect.

11.3 These Terms may only be amended in writing signed by authorised representatives of both parties.