Terms of Engagement
Last updated: 1 February 2026
These Terms of Engagement ("Terms") outline how Elevyn ("we", "us", "our") provides consultancy and professional services to clients ("you", "your"). By commissioning work from us, you agree to these Terms.
1. Scope of Work
All consultancy work will be defined in writing, typically via email, proposal, or Statement of Work (SOW).
The scope will detail:
- project objectives
- deliverables
- timelines
- responsibilities
- pricing or rate structure
Only the agreed scope will be delivered unless both parties approve changes in writing.
2. Fees and Payment
Fees will be clearly stated before work begins and may be:
- a fixed project fee,
- hourly or daily rates, or
- a retainer arrangement.
Payment terms:
- Invoices are payable within 14 days unless otherwise stated.
- Late payments may incur interest at 8% above the Bank of England base rate, in line with UK Late Payment legislation.
- We may suspend work if invoices become overdue.
3. Client Responsibilities
To deliver work effectively, you agree to:
- provide timely access to relevant information, systems, or personnel
- ensure that any data or materials provided are accurate and complete
- make decisions or approvals promptly
Delays in providing required information may affect project timelines.
4. Confidentiality
Both parties agree to keep all non-public information confidential, including business information, technical materials, documentation, customer data and internal discussions.
Confidentiality obligations:
- apply to all work performed
- remain in place indefinitely after the engagement ends
- do not apply to information already in the public domain
5. Intellectual Property
Unless agreed otherwise:
- Deliverables produced for you are licensed for your internal business use.
- Underlying tools, methods, code frameworks, prompts, or models used to produce the work remain our intellectual property.
- Any third-party materials will be clearly identified and used under their respective licences.
If you require ownership of deliverables, this must be agreed in advance and may involve an additional fee.
6. Data Protection
We comply with UK GDPR and process any personal data strictly for the purposes of fulfilling the engagement.
You agree not to provide unnecessary personal data. If work requires access to your systems or customer data, a separate Data Processing Agreement (DPA) may be required.
7. Limitation of Liability
To the maximum extent permitted by law, our liability is limited to the total fees paid for the engagement.
We are not liable for:
- consequential or indirect losses
- loss of profits or revenue
- decisions made based on deliverables without appropriate internal review
- system downtime, third-party failures, or loss of data beyond our control
Nothing in these Terms limits liability for fraud or any matter that cannot legally be limited.
8. Termination
Either party may terminate the engagement:
- with 14 days' written notice, or
- immediately if the other party breaches these Terms.
You will be invoiced for all work completed up to the termination date.
9. Independent Contractor
We operate as an independent contractor. These Terms do not create an employment, partnership, joint venture, or agency relationship.
10. Governing Law
These Terms are governed by the laws of England and Wales. Any disputes will be resolved in the courts of England and Wales.