Terms of Business

These Terms of Business are the master agreement for all paid work by Vernius Limited (“Vernius”, “we”, “us”, “our”), a company registered in England & Wales under company number 17114305, registered office:

They apply to all Services we provide and are incorporated by reference into every Order. “You” and “your ” mean the Client, the customer engaging Vernius.

The Order. Each engagement is scoped in an Order (also called a Statement of Work or SOW). The Order, together with these terms, forms the contract for that engagement. An Order may be a signed document, an agreed written proposal, or, for a productized service, the description presented at the point of sale.

Order of precedence. These terms govern. An Order prevails over these terms for that engagement only where it expressly says so and identifies the clause it overrides. Otherwise these terms control. On any data-protection matter the Data Processing Agreement prevails.

Your paperwork has no effect.Any purchase order, standard terms, portal click-through, or other document the Client issues does not vary these terms, add to them, or bind Vernius. This is so even if we do not object to it and even if it is referenced in the Client’s documents. Only a written variation under the General section changes these terms.

Business Client. These terms assume the Client contracts as a business, not as a consumer. Nothing in them purports to exclude or limit any right or protection that cannot lawfully be excluded or limited against a person dealing as a consumer, including under the Consumer Rights Act 2015.

The current version of these terms is published at /terms-of-business with the “Last updated” date shown at the top. The version in force for an engagement is the one incorporated by its Order.

In these terms:

• Order (Statement of Work / SOW): the document scoping a specific engagement and incorporating these terms.
• Services: the services described in an Order.
• Deliverables: the work products we deliver under an Order.
• Client Materials: content, data, credentials and intellectual property the Client supplies for the Services.
• Background IP: intellectual property a party owned before, or develops outside, the engagement.
• Foreground IP: intellectual property created in performing the Services.
• Hosted Services: where Vernius hosts or operates the solution for the Client.
• Fees: the amounts payable under an Order.
• Confidential Information: non-public information disclosed by one party to the other, in any form, that is marked as confidential or that a reasonable person would understand to be confidential.
• Acceptance: acceptance of Deliverables under the acceptance mechanism in the How we work section, including deemed acceptance.

In these terms: “Vernius”, “we”, “us” and “our” mean Vernius Limited; “Client”, “you” and “your” mean the customer engaging Vernius; the singular includes the plural and vice versa; headings and section numbers are for convenience only; “including” means “including without limitation”; and references to a statute include any amendment or re-enactment of it.

We work in four ways. The Order says which applies. The mechanics below apply to that engagement unless the Order expressly overrides a clause.

Scoped fixed-price projects. The scope is fixed in the Order for a fixed fee. A deposit of 50% of the fixed fee is payable before work starts. Milestones and acceptance criteria are as set out in the Order.

• Change control. Any change to scope, timeline or fee is agreed in writing through a change request before the changed work proceeds. Work outside the agreed scope is a new Order or a priced change. We are not obliged to start changed work until the change is agreed.
• Acceptance.Deliverables are deemed accepted if the Client does not give written notice of specific, material non-conformance with the Order’s acceptance criteria within 10 working days of delivery. Use of a Deliverable in a live or production environment is also Acceptance. On a valid rejection we correct the Deliverable and re-submit it, and the 10 working day window restarts for the re-submitted Deliverable. Only material non-conformance justifies rejection. Cosmetic or immaterial issues do not.

Retainers.A retainer is a rolling monthly allocation of work described in the Order. Unused time does not roll over unless the Order says so. Work beyond the allocation is agreed through change control or a new Order. A retainer renews monthly. Either party may end it on 30 days’ written notice, and Fees for the notice period remain payable.

Hosted Services. Where the Order provides for Hosted Services, we host and operate the solution for the Client.

• Availability. Availability is a reasonable-endeavours target stated in the Order. It is not an absolute uptime guarantee. The target excludes scheduled maintenance, emergency maintenance, issues caused by the Client, and outages of underlying third-party infrastructure (for example Vercel, Neon and Anthropic) and of the public internet.
• Support and costs. Support scope is as set out in the Order. Third-party running costs (hosting, model inference, database, email) are passed through to the Client. Prices may change on renewal with reasonable prior notice.
• Suspension. We may suspend Hosted Services for non-payment of undisputed sums or for security or Acceptable Use Policy reasons, as set out in the Suspension section.
• Exit. On termination the Client has a data-export window stated in the Order, after which hosted data is deleted.

Custom handoff builds. We build the solution and hand it over for the Client to own and self-host. On full payment for the relevant Order, the Foreground IP in the Deliverables passes to the Client as set out in the Intellectual property section.

• After handover the Deliverables are provided “as is”. The Client is responsible for hosting, credentials, third-party accounts and their costs, security configuration, backups and ongoing maintenance.
• We have no continuing obligation in relation to the Deliverables unless a separate support or retainer Order is agreed.
• Third-party and open-source components are licensed to the Client under their own terms and are not warranted by Vernius.

Productized services. A productized service is a packaged offering with fixed deliverables and a fixed price as described at the point of sale. Where it is bought without a signed Order, these terms apply as the contract for that purchase and the description at the point of sale performs the role of the Order. Any refund terms are as stated for that product.

The Client will:

• provide Client Materials, access, information, decisions and approvals promptly and in the form we reasonably require. Delay or fault in these does not put us in breach and may move timelines and Fees through change control;
• nominate a contact with authority to give instructions, approvals and sign-offs;
• ensure Client Materials are accurate and that the Client has the rights and consents to provide them for the Services;
• where the Client self-hosts, be responsible for its own backups, environment and security;
• be responsible for its own third-party accounts and credentials (hosting, domains, model and API keys, email) and for keeping them secure;
• comply with the Acceptable Use Policy and not use the Deliverables or Services unlawfully.

Fees. Fees are as set out in each Order. A deposit of 50% of the fixed fee is payable before scoped work begins. The balance and any milestone payments are invoiced as the Order provides.

Payment terms. Invoices are payable within 14 days of the invoice date, in cleared funds, in pounds sterling unless the Order states otherwise. The Client pays all sums in full without set-off, counterclaim, deduction or withholding, except any deduction required by law.

Disputed invoices. A disputed invoice must be raised in writing before its due date, giving reasons. The undisputed balance still falls due on the due date.

Late payment. Overdue sums carry interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. This means statutory interest at 8% above the Bank of England base rate, together with the fixed sums for which that Act provides. This is an express contractual right as well as a statutory one.

Suspension. While any undisputed sum is overdue, we may, on notice, suspend the Services and withhold Deliverables. Suspension is without prejudice to our other rights.

Expenses and pass-through costs. Pre-agreed expenses and third-party running costs (hosting, model inference, database, email) are recharged to the Client. For Hosted Services these are passed through as the Order provides.

VAT. Vernius is not currently registered for VAT. Prices are stated exclusive of VAT and no VAT is charged at present. If Vernius becomes VAT-registered, VAT will be added to the Fees at the applicable rate.

Out-of-scope work. Work outside the agreed scope is chargeable and is handled through change control.

Background IP. Each party retains its Background IP. Nothing in these terms transfers Background IP except for the licences expressly granted here.

Assignment on payment. On receipt of full payment for the relevant Order, Vernius assigns to the Client the Foreground IP created specifically for the Client in the Deliverables. The assignment is conditional on, and takes effect only upon, full payment. Until then the Client has no right to use the Deliverables except as the Order permits.

Reusable assets. We retain ownership of our pre-existing and reusable components, tools, libraries, frameworks and know-how. To the extent any of these are embedded in the Deliverables, we grant the Client a non-exclusive, perpetual, royalty-free licence to use them as part of the Deliverables.

Reuse of know-how. We may freely use the general skills, techniques, methods, and non-Client-specific components and know-how gained or developed in performing the Services on other engagements.

Third-party and open-source.Open-source and third-party components remain licensed under their own terms. The Client’s use of the Deliverables is subject to those licences. We do not assign or warrant title to them.

Client Materials licence. The Client grants us a non-exclusive licence to use Client Materials for the purpose of performing the Services and, for Hosted Services, operating the solution.

Further assurance.On request and at the Client’s cost, we will do reasonable acts to perfect the assignment of Foreground IP after full payment.

Portfolio. We may identify the Client as a client and describe and show the work in our portfolio and marketing, unless the relevant Order marks the engagement or the work as confidential.

Where the Services include AI features, the following applies. It sets out the risk allocation for AI in one place.

Third-party dependency.AI features depend on third-party models, such as those provided by Anthropic, accessed through infrastructure such as Vercel’s AI gateway. Their availability and behaviour are outside our control.

Nature of outputs. AI outputs are probabilistic. They may be inaccurate, incomplete, out of date or biased, and the same input can produce different outputs. We do not warrant the accuracy, completeness, reliability or fitness for any purpose of AI outputs.

Human review. The Client is responsible for human review of AI outputs before relying on them. The Client must not use them for high-risk, safety-critical, legal, medical, financial or otherwise regulated decisions without appropriate human oversight.

IP of AI output. The intellectual-property status of AI-generated content is unsettled in law. We give no warranty of ownership, originality or non-infringement for AI-generated output beyond having exercised reasonable care and skill.

Client compliance. The Client is responsible for ensuring its use of AI features complies with applicable law, including data protection and any sector regulation, and the EU AI Act where it applies to the Client (for example where the Client deploys an output as a high-risk AI system or places it on the market in the EU).

Model changes. Model providers may change, deprecate, restrict or withdraw models. We may substitute a comparable model and are not liable for changes driven by a provider.

Data handling. The handling of data sent to models is governed by the Order and, where personal data is involved, the Data Processing Agreement. The API models we use do not train on Client inputs where the provider offers that. This describes the providers’ position and is not a Vernius warranty of the providers’ conduct.

We warrant that:

• we will perform the Services with reasonable care and skill; and
• at Acceptance the Deliverables will materially conform to the specification in the Order.

Defect-fix warranty.For 30 days from Acceptance, defects reported to us in writing that cause the Deliverables not to conform materially to the Order are corrected at no charge. This is the Client’s exclusive remedy for such defects. Work to fix issues reported after the 30-day window is chargeable.

Exclusions. The warranty does not cover issues caused by Client Materials, changes made by the Client, misuse, third-party services, AI outputs, or use outside the intended environment.

No other warranties. To the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded, including any implied term of satisfactory quality or fitness for a particular purpose and any warranty that operation will be uninterrupted or error-free. Software and third-party and AI components are not warranted to be bug-free or error-free.

The Client warrants that:

• Client Materials, and our use of them for the Services, do not infringe any third-party rights, and the Client has all necessary rights, licences and consents to provide them;
• its instructions will not cause Vernius to breach any law or any third-party right; and
• it has authority to enter into the Order and these terms.

Each party complies with its obligations under applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

Where we process personal data on the Client’s behalf, the Data Processing Agreement applies and forms part of the contract. If there is a conflict on any data-protection matter, the Data Processing Agreement prevails over these terms.

Each party keeps the other’s Confidential Information confidential and uses it only to perform or receive the Services. Each party may disclose the other’s Confidential Information to its staff, contractors and advisers who need it for that purpose and who are under equivalent duties of confidence.

The obligations do not apply to information that:

• is or becomes public through no breach of these terms;
• was known to the receiving party, or was independently developed by it, without use of the other’s Confidential Information; or
• is required to be disclosed by law, a regulator or a court, in which case the disclosing party is notified in advance where lawful.

These obligations survive termination for as long as the information remains confidential.

Liability that cannot be limited.Nothing in these terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for the Client’s obligation to pay Fees, or for any other liability that cannot lawfully be limited or excluded under English law. The rest of this section is subject to this paragraph.

Excluded loss. Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, contracts, goodwill, anticipated savings, or loss or corruption of data. The Client is responsible for maintaining backups of its data.

Third-party and AI loss. We are not liable for loss arising from third-party services (including Vercel, Neon, Anthropic and the public internet), AI outputs, or Client Materials.

Caps. Subject to the first paragraph of this section, our total aggregate liability is capped as follows:

• for a fixed-scope Order, at the total Fees paid or payable under that Order; and
• for ongoing work (a retainer or Hosted Services), at the total Fees paid in the 12 months before the event giving rise to the claim.

Time bar. A claim must be brought within 12 months of the date the Client became aware, or ought reasonably to have become aware, of the matter giving rise to it.

Basis.The caps and exclusions apply to liability in contract, tort (including negligence), breach of statutory duty or otherwise. The parties agree that this allocation of risk, taking account of the Fees, the caps, and the availability of the Client’s own insurance and backups, is reasonable.

The Client indemnifies Vernius against losses, damages, liabilities, costs and expenses arising from:

• Client Materials;
• the Client’s or its users’ use of the Deliverables, Hosted Services or AI outputs; and
• any breach of the Acceptable Use Policy.

We will give the Client prompt written notice of a claim under this indemnity, will not settle it without the Client’s consent (not to be unreasonably withheld), and will let the Client participate in its defence. The Client may conduct the defence with counsel of its choice, keeping us reasonably informed.

This indemnity, and the Client’s obligation to pay Fees, are not subject to the liability caps in the Limitation of liability section.

Term.The term of an engagement is as stated in the Order. Retainers and Hosted Services run until ended on 30 days’ notice under the How we work section.

Termination for breach. Either party may terminate the affected Order on written notice if the other commits a material breach that it does not remedy within 14 days of written notice requiring it to do so.

Insolvency. Either party may terminate immediately on written notice if the other becomes insolvent, enters administration or winding-up, has a receiver or administrator appointed, or is unable to pay its debts.

Non-payment. We may terminate or suspend for non-payment of undisputed sums.

On termination.The Client pays for all Services performed and Deliverables accepted up to the termination date, plus any non-cancellable committed costs. Each party returns or deletes the other’s Confidential Information on request. For Hosted Services, hosted data is available for export for the window stated in the Order, after which it is deleted.

Survival. Clauses that by their nature should survive termination do so, including Definitions, Intellectual property, Confidentiality, accrued Fees, Limitation of liability, Indemnity, Data protection and the General section.

We may suspend the Services or access to Hosted Services, on notice, where an undisputed sum is overdue, where continued provision poses a security risk, or where the Client breaches the Acceptable Use Policy.

Suspension does not relieve the Client of its payment obligations and is without prejudice to our other rights. We will restore the Services promptly once the cause of suspension is resolved.

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control. These include failures or outages of third-party infrastructure and model providers (for example Vercel, Neon and Anthropic), the public internet and telecoms, as well as acts of God, war, terrorism, epidemic, government action, industrial action and power failure.

The affected party notifies the other and uses reasonable efforts to mitigate. If the event continues for more than 30 days, either party may terminate the affected Order on written notice. Force majeure does not excuse the Client’s obligation to pay sums already due.

During the engagement and for 6 months after it ends, neither party solicits or entices away any of the other’s staff or contractors who were involved in the engagement. This does not prevent either party from running general public recruitment advertising that is not targeted at those individuals, or from hiring anyone who responds to it.

We may subcontract or use third-party providers to perform the Services, but we remain responsible for the Services as if we had performed them ourselves. Where subcontractors process personal data, they are engaged as sub-processors under the Data Processing Agreement. Our current sub-processors are listed at Sub-processors.

Assignment. The Client may not assign or transfer its rights or obligations without our prior written consent. We may assign, novate or transfer ours to a successor of our business or assets.

Notices. Notices must be in writing and sent to the addresses or email addresses stated in the Order, or to contact@vernius.co.uk for Vernius. A notice is deemed received when delivered, or, if sent by email, when sent, provided no failure message is received.

Entire agreement. These terms and the Order are the entire agreement between the parties for the engagement and supersede any prior discussions. Neither party relies on any representation not set out in them. This does not limit liability for fraud or fraudulent misrepresentation.

Relationship. The parties are independent contractors. Nothing in these terms creates a partnership, joint venture, agency or employment relationship.

Third-party rights. A person who is not a party to these terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.

Severance. If any provision is found to be invalid or unenforceable, it is severed and the remaining provisions continue in force.

Waiver. No failure or delay in exercising a right is a waiver of it. A waiver is effective only if given in writing.

Variation. These terms are varied only in writing signed by or on behalf of both parties. An Order may vary them only under the order-of-precedence rule in the These terms section.

Dispute resolution. Before starting proceedings the parties will discuss the dispute in good faith and try to resolve it. This does not prevent either party from seeking urgent injunctive relief.

Governing law and jurisdiction. These terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by the law of England & Wales. The courts of England & Wales have exclusive jurisdiction.

Related documents: Data Processing Agreement, Sub-processors, Acceptable Use Policy and Terms of Use. Questions about these terms? Email contact@vernius.co.uk.