1. Parties and application
These terms apply where HOWAT LTD, company number 13647462 ("Howat"), supplies services to a business customer ("Client"). They do not apply to consumers.
A statement of work, proposal expressly accepted as contractual, purchase order accepted by Howat, or other signed document ("SOW") identifies the Client, services, dates, people, fees and any variations. If documents conflict, the SOW prevails, followed by these terms. Client purchase terms do not apply unless Howat expressly accepts them in writing.
2. Estimates and contract formation
Website calculations, discussions and draft proposals are estimates, not binding offers. An estimate assumes timely access, accurate information, the stated working pattern and no material change in scope.
A contract begins when both parties sign or otherwise expressly accept the SOW. Availability is not reserved before that point unless agreed in writing.
3. Services and standard of care
Howat will perform the services with reasonable skill and care, materially in accordance with the SOW, using professional judgement about method, sequencing and tools. Dates are estimates unless the SOW says a date is essential.
The parties will identify outcomes, dependencies, decision points and acceptance criteria proportionate to the engagement. Advice is based on the information and access available at the time.
4. Client responsibilities
The Client will:
- provide timely, lawful and accurate information, access, systems, personnel, decisions and approvals;
- appoint an authorised sponsor and operational point of contact;
- secure permissions needed for its data, sites and third-party systems;
- maintain appropriate backups, security, safety and business continuity;
- review deliverables and raise specific issues without unreasonable delay; and
- remain responsible for operational, employment, legal, tax, regulatory and high-risk decisions.
Howat is not responsible for delay or additional cost caused by a Client dependency. The timetable and fees may be adjusted reasonably where that occurs.
5. Working relationship
Howat is an independent contractor responsible for how the services are performed. Nothing creates employment, worker status, agency, partnership, fiduciary duty or exclusivity.
Howat may use suitably qualified associates or subcontractors while remaining responsible for contracted delivery. Material subcontracting involving Client confidential information will be discussed in advance. Each party will cooperate with any lawful status assessment, including off-payroll working requirements.
6. Fees, blocks and commitment discounts
Unless the SOW states otherwise, the baseline professional fee is £1,000 per delivery day excluding VAT. Work is booked and billed in half-day blocks, subject to a one-day minimum for each standalone booking.
- Day work or an assignment under three months: £1,000/day.
- A minimum commitment of three to five months: £900/day.
- A minimum commitment of six months or more: £800/day.
A discount applies only where the minimum term is included in the signed SOW. It applies proportionately to half days. Unless agreed otherwise, unused reserved capacity expires and is not rolled over.
7. Discovery
The standard one-off discovery process is £2,000 excluding VAT. It includes two one-hour calls, two site visits, initial scoping, problem framing, a five-page scoping report and a proposed assignment shape.
If a subsequent SOW is agreed, the £2,000 professional fee is credited against the first invoice under that SOW. It is a contract credit and is not otherwise refundable. For a UK visit, the first 100 one-way road miles from GU8 are included; miles 101–200 are charged at £0.75 per mile and miles above 200 at £0.50 per mile. For a visit outside the UK, each one-way straight-line mile from GU8 is charged at £0.50.
8. Onsite work and travel
Each calendar day on which the Client requires onsite attendance carries a site addition, including a half-day attendance:
- a £200 attendance addition for each onsite day;
- UK mileage: the first 100 one-way road miles are included, miles 101–200 are charged at £0.75 per mile and miles above 200 at £0.50 per mile; and
- outside-UK mileage: £0.50 for each one-way straight-line mile from GU8.
Normal UK road distance is determined using a reputable routing service. For a location outside the UK, the estimate uses the one-way straight-line distance from GU8. Rail, flights, ferries, accommodation, parking, visas and unusual travel are charged at cost where approved. International work and overnight travel require itinerary confirmation.
9. VAT, invoices and payment
Fees and expenses exclude VAT and similar taxes unless expressly stated. Howat will issue valid invoices and the Client will pay cleared funds within 30 calendar days of invoice date without set-off, deduction or counterclaim except where required by law.
Ongoing work is normally invoiced monthly. If an invoice is disputed, the Client must identify the specific issue promptly and pay the undisputed amount on time. Howat may charge statutory interest and recovery costs and may suspend work on reasonable notice where an undisputed amount is overdue.
10. Changes, cancellation and rescheduling
Either party may request a change. A material change to scope, dependencies, timing, risk or working pattern takes effect only when the impact on fees and dates is agreed in writing.
The SOW should state any cancellation terms for reserved capacity. If it does not, the Client remains liable for work performed, committed third-party cost and capacity cancelled with fewer than ten working days' notice where Howat cannot reasonably redeploy it.
11. Deliverables and acceptance
The Client will review a deliverable against agreed acceptance criteria within ten working days, unless the SOW states another period. It will be accepted when approved, used in live operations, or when that period expires without a material written rejection.
Howat will use reasonable efforts to correct a properly identified material non-conformity. New requirements or preference changes are handled through change control.
12. Intellectual property
Each party retains intellectual property owned or developed independently of the engagement. Howat retains its methods, templates, generic code, tools, models, prompts, know-how and improvements that do not disclose Client confidential information ("Background Materials").
Once all relevant invoices are paid, the Client owns bespoke final deliverables created specifically for it where the SOW identifies them as assigned deliverables. To the extent Background Materials are embedded, Howat grants the Client a perpetual, worldwide, royalty-free licence to use, copy and adapt them as part of those deliverables for its internal business purposes.
Third-party and open-source components remain subject to their own terms. Howat may retain and reuse general skills, ideas and learning that do not disclose Client confidential information or personal data.
13. Confidentiality
Each party will protect the other's non-public commercial, technical and operational information, use it only for the contract, and disclose it only to people who need it and are bound by suitable duties.
This does not cover information already lawfully known, public through no breach, independently developed, or lawfully received without restriction. A legally required disclosure may be made after notice where lawful. These duties continue for five years after the contract, and indefinitely for trade secrets.
14. Data protection and security
Each party will comply with applicable data-protection law. The SOW will identify processing that requires a separate data-processing agreement, security schedule or international-transfer safeguard.
The Client must not provide special-category, criminal-offence, export-controlled or unusually sensitive data unless it has been expressly agreed and suitable safeguards are in place. Each party will notify the other without undue delay of a relevant security incident.
15. AI and third-party services
Proposed use of AI, cloud, open-source or other third-party services will be proportionate to the engagement. Outputs may be incomplete or wrong and require human review. Unless expressly agreed, Howat does not make autonomous high-risk decisions for the Client.
The Client is responsible for licences and accounts it supplies. Howat is not liable for a third-party service change or outage beyond its reasonable control, but will take reasonable steps to mitigate material effects.
16. Warranties and exclusions
Howat warrants reasonable skill and care. No technology, forecast, model, proof of concept or business case is guaranteed to be uninterrupted, error-free or to achieve a particular saving, revenue, regulatory or operational outcome.
Subject to express terms, all implied warranties are excluded to the fullest extent permitted by law. The Client remains responsible for testing, backups, production approval and decisions made using the services.
17. Liability
Nothing excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality, infringement of the other party's intellectual property, unpaid fees, or liability that law does not permit to be excluded.
Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated saving, goodwill, opportunity or data. Howat's total aggregate liability arising from an SOW is limited to the fees paid or payable under that SOW in the twelve months before the event giving rise to the claim.
The SOW may set a different cap where the risk, insurance requirement or regulated context justifies it.
18. Termination
Either party may terminate for a material breach not remedied within 14 days after written notice, or immediately for insolvency where law permits. The SOW may include termination for convenience and notice appropriate to reserved capacity.
On termination, the Client pays fees and approved costs incurred up to the effective date. Each party returns or deletes confidential information where reasonably requested, subject to legal retention and backups. Accrued rights and provisions intended to survive remain effective.
19. Events beyond reasonable control
Neither party is liable for delay caused by an event beyond its reasonable control if it gives notice and takes reasonable mitigation steps. Payment obligations for services already supplied are not excused. If the event continues for more than 30 days, either party may terminate the affected work.
20. General
Neither party may assign the contract without consent, not to be unreasonably withheld, except to a successor to substantially all of the relevant business. A delay in enforcing a right is not a waiver. If a provision is unenforceable, it is modified or removed only to the extent necessary.
The contract is the entire agreement about its subject and may be varied only in writing by authorised representatives. No third party has a right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
21. Notices and law
Contract notices must be sent to the addresses stated in the SOW and are effective in accordance with its notice provisions. Routine project communication may use agreed collaboration tools.
The contract and non-contractual obligations are governed by English law. The courts of England and Wales have exclusive jurisdiction.