1. Definitions
1.1 “Client” means the party receiving services from Evolved CX Ltd or Evolved Technologies Ltd.
1.2 “Evolved CX Ltd” refers to the parent company providing customer experience consultancy services.
1.3 “Evolved Technologies Ltd” refers to the subsidiary entity of Evolved CX Ltd responsible for technical solution delivery and implementation.
1.4 “Agreement” means the Scope of Work (SOW), these Terms and Conditions, and any additional documents referenced therein.
1.5 “Deliverables” means any documentation, software, code, configurations, or outputs provided by Evolved CX Ltd or Evolved Technologies Ltd as part of the services.
2. Services
2.1 Evolved CX Ltd and/or Evolved Technologies Ltd shall provide the services described in the SOW with reasonable skill and care.
2.2 Any changes to the scope must be agreed upon in writing by both parties through a formal change request.
3. Fees and Payment
3.1 Fees for services are as stated in the applicable SOW.
3.2 Unless otherwise stated, invoices are payable within 14 days of the invoice date.
3.3 Late payments may incur interest at a rate of 2% per month above the Bank of England base rate.
3.4 All fees are exclusive of applicable taxes, which shall be added to invoices as required by law.
4. Intellectual Property Rights
4.1 Evolved CX Ltd and Evolved Technologies Ltd retain ownership of all intellectual property created prior to or independently of this Agreement.
4.2 Client shall own all Deliverables developed specifically for them under an SOW, upon full payment.
4.3 Evolved CX Ltd and Evolved Technologies Ltd grant the Client a non-exclusive, non-transferable license to use any tools or templates embedded within Deliverables.
5. Confidentiality
5.1 Each party agrees to treat as confidential all information disclosed by the other that is designated as confidential or would reasonably be understood as confidential.
5.2 This obligation continues for three (3) years following termination of this Agreement.
5.3 Confidentiality obligations do not apply to information that is public, already known, or lawfully received from a third party.
6. Data Protection
6.1 Each party shall comply with applicable data protection laws, including the UK GDPR.
6.2 Evolved CX Ltd and Evolved Technologies Ltd will act as a data processor only where processing personal data on behalf of the Client.
6.3 Appropriate technical and organisational measures will be taken to protect data.
7. Warranties and Disclaimers
7.1 Evolved CX Ltd and Evolved Technologies Ltd warrant they will provide services in a professional and workmanlike manner.
7.2 Except as expressly stated, all warranties, express or implied, are disclaimed to the fullest extent permitted by law.
8. Limitation of Liability
8.1 Evolved CX Ltd’s and Evolved Technologies Ltd’s total liability arising out of or related to this Agreement shall not exceed the total amount paid by the Client under the applicable SOW in the twelve (12) months prior to the event giving rise to the claim.
8.2 Evolved CX Ltd and Evolved Technologies Ltd shall not be liable for any indirect, incidental, consequential, or punitive damages.
9. Termination
9.1 Either party may terminate the Agreement for cause with 14 days’ written notice if the other party materially breaches and does not cure such breach within that period.
9.2 Either party may terminate for convenience with 30 days’ written notice.
9.3 Upon termination, all fees due for work performed shall become immediately payable.
10. Governing Law and Jurisdiction
10.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
10.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
11. Miscellaneous
11.1 Neither party may assign or transfer this Agreement without the written consent of the other, except in the case of a merger or acquisition.
11.2 If any provision is held invalid, the remainder shall remain in full force and effect.
11.3 These Terms, together with the SOW, constitute the entire agreement between the parties and supersede all prior discussions.
11.4 No waiver of any right is effective unless in writing and signed by the waiving party.