Short version: fixed scope, fixed price, 40/30/30 payment, you own the bespoke work once it is paid for, changes are quoted before they are built, and liability is capped at the fees paid.
On this page
01These terms
These terms govern the supply of consultancy services by FlowStack Consultancy, a trading name of Omelia Ventures, a sole trader based in the United Kingdom ("we", "us"), to the client named in the accompanying proposal ("you").
They apply together with the proposal or statement of work for your engagement. Where the two differ, the proposal takes precedence. Nothing on the website constitutes an offer; a contract is formed only when a proposal is accepted in writing.
These terms are for business clients. We do not supply services to consumers.
02Services and scope
We will provide the services set out in the accepted proposal with reasonable care and skill, in line with good industry practice.
Every engagement is fixed in scope. The proposal sets out what will be delivered, what it connects to, what it costs and the expected timescale. Anything not described in the proposal is outside scope.
Timescales given are estimates made in good faith and depend on your team responding, providing access and reviewing work at the points agreed. Delays on your side move the delivery date accordingly.
03Fees and payment
Structure
- Blueprints and programmes are quoted as a fixed fee in the proposal.
- Retainers are invoiced monthly in advance.
Schedule
Unless the proposal says otherwise, programme fees are invoiced 40% on signature, 30% at the agreed midpoint and 30% on handover. Work begins once the first invoice is paid.
Terms
Invoices are payable within 14 days by bank transfer. All fees are exclusive of VAT, which will be added where applicable. Late payment carries interest and compensation at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend work on overdue accounts after giving you notice.
Third-party costs
Cloud infrastructure, software licences and third-party platform fees are your responsibility and are billed to your own accounts. We will tell you what is needed before anything is provisioned.
04Change control
Fixed pricing works because the scope is fixed. Either of us may propose a change to the scope at any time. Changes are quoted separately, with their own price and any effect on the timeline, and take effect only once you have agreed them in writing.
We will not carry out out-of-scope work and invoice you for it afterwards.
05What we need from you
- A named point of contact with authority to make decisions and approve work.
- Timely access to the systems, accounts, documentation and people the work requires.
- Prompt review of deliverables at the checkpoints set out in the proposal.
- Accurate information about your processes and systems.
Where access or approvals are delayed by more than 10 working days, we may need to reschedule delivery around other commitments and will tell you what that means for your timeline.
06Intellectual property
On payment of all sums due, we assign to you all intellectual property rights in the bespoke deliverables created specifically for you under the engagement, including code, configuration and documentation.
We retain ownership of any pre-existing materials, tools, libraries, templates and general know-how used in delivery. Where these are embedded in a deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable.
Nothing prevents us from using the general skills, techniques and experience gained during an engagement on other work.
07Confidentiality and data protection
Each of us will keep the other's confidential information confidential, use it only for the engagement, and not disclose it without permission. This does not apply to information that is already public, was already known, or must be disclosed by law.
Where we process personal data on your behalf in the course of an engagement, we act as a processor and you act as the controller. We will process that data only on your documented instructions, apply appropriate technical and organisational measures, impose equivalent obligations on any sub-processor, assist you with data subject requests, and delete or return the data at the end of the engagement. A separate data processing agreement will be put in place where either party requires one.
Our own handling of personal data is described in our Privacy Policy.
08Publicity and references
We will not name you, use your logo, or describe your project publicly without your prior written consent. Anonymised descriptions of the type of problem solved, containing nothing that could identify you, may be used unless you tell us otherwise.
09Warranty and defects
We warrant that deliverables will conform in all material respects to the specification in the proposal for 30 days after handover. During that period we will correct any defect you report, at no charge.
The warranty does not cover faults caused by changes made by you or a third party, by changes in third-party services or APIs outside our control, by use other than as documented, or by problems in your existing systems.
Automation depends on services we do not operate. We do not warrant uninterrupted or error-free operation of third-party platforms.
10Limitation of liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
Subject to that, our total liability arising out of or in connection with an engagement, whether in contract, tort, breach of statutory duty or otherwise, is limited to the total fees paid by you under that engagement.
We are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, loss or corruption of data, or any indirect or consequential loss.
You are responsible for maintaining backups of your own systems and data.
11Termination
Either of us may end an engagement by giving 14 days' written notice. Retainers require 30 days' written notice, and may not be terminated before the end of any minimum term stated in the proposal.
Either of us may terminate immediately if the other commits a material breach that is not remedied within 14 days of being asked to, or becomes insolvent.
On termination you must pay for all work performed up to that date. We will hand over completed work, documentation and credentials, and will delete or return your data as agreed.
12General
Subcontracting. We may use subcontractors, and remain responsible for their work.
Non-solicitation. Neither of us will solicit the other's staff or contractors during an engagement or for six months afterwards.
Force majeure. Neither of us is liable for delay or failure caused by events beyond reasonable control.
Entire agreement. The proposal and these terms form the whole agreement between us and supersede anything discussed beforehand.
Third parties. No one other than you and us has any right to enforce these terms.
Governing law. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Questions: hello@flowstackconsultancy.com.