Terms and Conditions of Service
1. Interpretation
1.1 In these Terms, the following definitions apply:
| “Agreement” | these Terms together with any Statement of Work or accepted Quotation. |
| “Client” | the business entity or individual that engages Veritex for the Services, as identified in the Quotation or Statement of Work. |
| “Confidential Information” | has the meaning given in the Non-Disclosure Agreement between the parties, or where no separate NDA is in place, any information disclosed by either party that is designated as confidential or that a reasonable person would consider confidential given the circumstances of disclosure. |
| “Deliverables” | any reports, analyses, recommendations, written outputs, or other documents produced by Veritex in the course of providing the Services. |
| “Fees” | the charges payable by the Client as set out in the Quotation or Statement of Work. |
| “NDA” | a non-disclosure agreement entered into between the parties, whether the Veritex standard NDA or a form supplied by the Client. |
| “Project” | a discrete engagement for Services identified in a Quotation or Statement of Work. |
| “Quotation” | a written fee proposal issued by Veritex in response to a Client enquiry. |
| “Services” | the design review, fractional NPI directorship, prototype management, or other consultancy services described in the applicable Quotation or Statement of Work. |
| “Statement of Work” or “SOW” | a written document agreed between the parties describing the scope, deliverables, and timescales for a Project. |
| “Veritex” | the partnership providing the Services, trading in England and Wales. |
1.2 References to “writing” or “written” include email.
1.3 Headings are for convenience only and do not affect interpretation.
1.4 The singular includes the plural and vice versa.
2. Services
2.1 Veritex will provide the Services described in the applicable Quotation or SOW with reasonable skill and care.
2.2 The Services are advisory and consultancy in nature. Veritex provides independent professional opinion and analysis based on the information supplied by the Client. The Services do not constitute and shall not be construed as professional engineering certification, regulatory sign-off, product approval, or a guarantee of manufacturing outcome.
2.3 Veritex may subcontract any part of the Services without prior consent provided that Veritex remains responsible for the performance of those subcontractors under this Agreement.
2.4 Timescales stated in a Quotation or SOW are estimates only. Veritex will use reasonable endeavours to meet them but time is not of the essence unless expressly agreed in writing.
2.5 The scope of each Project is limited to what is described in the applicable Quotation or SOW. Requests for work outside that scope will be treated as a new enquiry and subject to a separate Quotation.
3. Quotations and Orders
3.1 A Quotation is valid for 30 days from its issue date unless withdrawn earlier.
3.2 An Agreement is formed when the Client accepts a Quotation in writing (including by email or approval via the client portal) or when a SOW is signed by both parties, whichever is earlier.
3.3 Any terms or conditions that the Client purports to introduce via a purchase order or other document will not form part of the Agreement unless expressly agreed by Veritex in writing.
3.4 Veritex reserves the right to decline any enquiry or order at its discretion without providing reasons.
4. Fees and Payment
4.1 The Client shall pay the Fees set out in the applicable Quotation or SOW. All Fees are in pounds sterling and exclusive of VAT, which will be added at the prevailing rate where applicable.
4.2 Unless credit terms have been agreed in writing, invoices are due and payable within 15 days of the invoice date.
4.3 For fixed-price Projects, Veritex may require payment of a deposit before work commences. The deposit amount will be stated in the Quotation.
4.4 For hourly-rate engagements, Veritex will invoice at intervals agreed in the SOW or, where no interval is agreed, monthly in arrears.
4.5 Late payments will accrue interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.6 Veritex may suspend Services where any invoice is overdue by more than 14 days, on not less than 5 business days' written notice to the Client.
4.7 Where a Project is cancelled by the Client after an Agreement is formed, the Client shall pay for all Services performed and reasonable costs incurred up to the date of cancellation. Any deposit paid is non-refundable unless otherwise agreed in writing.
4.8 Veritex reserves the right to adjust hourly rates on not less than 30 days' written notice for ongoing engagements.
5. Client Obligations
5.1 The Client shall provide Veritex with accurate, complete, and up-to-date information, data, and documentation reasonably required to perform the Services (“Client Materials”).
5.2 The Client warrants that it has the right to provide the Client Materials to Veritex and that their use by Veritex in the performance of the Services will not infringe the intellectual property rights or confidentiality obligations owed to any third party.
5.3 The Client acknowledges that the quality and completeness of the Services depend materially on the accuracy and completeness of the Client Materials. Veritex shall not be liable for any deficiency in the Services arising from inaccurate, incomplete, or misleading Client Materials.
5.4 The Client shall make available any personnel reasonably requested by Veritex to facilitate delivery of the Services.
6. Intellectual Property
6.1 All intellectual property rights in the Client Materials remain vested in the Client (or the relevant third party, as applicable). Nothing in this Agreement transfers any right or title in the Client Materials to Veritex.
6.2 All intellectual property rights in the Deliverables vest in Veritex on creation. Subject to full payment of all Fees due, Veritex grants the Client a perpetual, non-exclusive, royalty-free licence to use the Deliverables for its own internal business purposes.
6.3 The Client may not resell, sublicence, or make the Deliverables available to third parties other than its professional advisers and those with a need to know, without Veritex's prior written consent.
6.4 Veritex retains all rights in its methodologies, processes, tools, templates, and know-how, whether pre-existing or developed in the course of providing the Services.
7. Confidentiality
7.1 Each party shall keep the other party's Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the disclosing party, except as permitted under this clause.
7.2 Each party may disclose the other party's Confidential Information to its employees, subcontractors, and professional advisers who have a need to know, provided that such persons are bound by obligations of confidentiality no less onerous than those in this Agreement.
7.3 Where the parties have entered into a separate NDA, the terms of the NDA shall supplement and, in the event of conflict, take precedence over this clause 7 in relation to the treatment of Confidential Information.
7.4 The obligations in this clause 7 shall survive termination or expiry of the Agreement for a period of five years.
8. Limitation of Liability
8.1 Nothing in this Agreement limits or excludes either party's liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot lawfully be excluded or limited.
8.2 Subject to clause 8.1, Veritex's total aggregate liability to the Client under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client under the Project giving rise to the claim in the twelve months immediately preceding the event giving rise to that liability.
8.3 Subject to clause 8.1, Veritex shall have no liability to the Client for any:
- loss of profit;
- loss of revenue;
- loss of business or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill;
- loss of or corruption of data;
- any indirect or consequential loss;
- costs, charges, or expenses incurred by any third party, including any contract manufacturer, supplier, or assembly house;
- costs of remediation, rework, scrap, or yield loss arising at any stage of manufacture;
- losses or costs arising from the Client's decisions to proceed with or modify a design, supply chain, or manufacturing process on the basis of the Deliverables or any advice given by Veritex;
- losses or costs arising after the Deliverables have been provided and accepted by the Client, including any loss arising from reliance on the Deliverables by the Client or any third party in subsequent manufacturing, procurement, or commercial activities,
in each case whether or not Veritex was advised of the possibility of such losses.
8.4 The Client acknowledges and agrees that the Fees payable under this Agreement reflect the allocation of risk set out in this clause 8, and that Veritex would not enter into this Agreement on the same terms without these limitations.
8.5 The Client is solely responsible for all decisions made on the basis of the Deliverables and for the implementation, verification, and validation of any recommendations made by Veritex. Veritex has no ongoing liability in respect of any event, loss, or claim arising after the date on which the relevant Deliverables were accepted or payment was made for the relevant Services, whichever is later.
9. Warranties and Acknowledgements
9.1 Veritex warrants that it will perform the Services with reasonable care and skill.
9.2 All other warranties, representations, and conditions, whether express or implied by statute, common law, or otherwise (including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement), are excluded to the fullest extent permitted by law.
9.3 The Client acknowledges that:
- the Services are based on information provided by the Client at a specific point in time; the Deliverables do not account for changes in component availability, market conditions, regulatory requirements, or design revisions made after delivery;
- manufacturing processes involve inherent variability and risk that cannot be eliminated by any design review or consultancy service;
- the Deliverables represent the professional opinion of Veritex and are not a guarantee of manufacturing outcome, regulatory compliance, or commercial success;
- it remains solely responsible for obtaining any necessary engineering sign-offs, regulatory approvals, or certifications required by applicable law or regulation.
10. Termination
10.1 Either party may terminate an Agreement immediately by written notice if the other party:
- commits a material breach of the Agreement that is incapable of remedy;
- commits a material breach that is capable of remedy but fails to remedy it within 14 days of receiving written notice specifying the breach and requiring it to be remedied;
- becomes insolvent, enters administration, receivership, or liquidation, or makes an arrangement with creditors generally.
10.2 On termination for any reason, the Client shall pay all Fees and expenses properly incurred up to and including the termination date within 14 days.
10.3 Termination shall not affect any rights or remedies that have accrued prior to termination, and the following clauses shall survive: 1, 4.5, 6, 7, 8, 9, 10.2, and 11.
11. General
11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings between them, whether oral or written. Each party acknowledges that it has not relied on any representation or warranty not expressly set out in this Agreement.
11.2 Variation. No amendment to this Agreement is valid unless made in writing and signed by both parties.
11.3 Assignment. The Client may not assign, novate, or transfer any right or obligation under this Agreement without Veritex's prior written consent. Veritex may assign its rights and obligations to any successor entity or purchaser of the relevant part of its business.
11.4 Waiver. A failure or delay by either party in exercising any right or remedy under this Agreement is not a waiver of that right or remedy.
11.5 Severance. If any provision of this Agreement is found to be unlawful, void, or unenforceable, it shall be severed and the remaining provisions shall continue in full force.
11.6 Third Parties. Nothing in this Agreement confers any right on any third party under the Contracts (Rights of Third Parties) Act 1999. The parties may vary or terminate this Agreement without the consent of any third party.
11.7 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by events beyond its reasonable control, including acts of God, pandemic, industrial action, or government restriction, provided that the affected party notifies the other promptly and uses reasonable endeavours to mitigate the effect.
11.8 Notices. Notices under this Agreement shall be in writing and delivered by email to the addresses on record, or by first-class post to the registered address of the relevant party. Notices sent by email are effective on transmission; notices sent by post are effective two business days after posting.
11.9 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.10 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute or claim arising out of or in connection with this Agreement.
11.11 Precedence and Non-Supersession. The version of these Terms incorporated into an Agreement at the time of its formation shall govern that Agreement for its full duration. No subsequent revision, replacement, or reissue of these Terms, by either party, shall apply to an Agreement already formed unless both parties expressly agree in writing to adopt the new version for that Agreement. Where any document, communication, or set of terms issued by either party after the date of a formed Agreement purports to introduce different, additional, or superseding terms and conditions, those terms shall not form part of the Agreement and shall have no effect. For the avoidance of doubt, this clause applies equally to any standard or general terms and conditions that Veritex may publish or update from time to time — a client who has an existing Agreement under a prior version is not automatically bound by a later version.