Terms and conditions

Effective date: 19 August 2026.

1. Parties and status

1.1 These Conditions are issued by RENDUS LTD, of 37 Sandy Lane, WOKINGHAM, RG41 4SS United Kingdom, email about@rendus.help, telephone +44 7399 888999 (RENDUS LTD). They apply when an organisation or person acting in the course of business (Client) purchases professional technology services from RENDUS LTD. The Client's legal name and address are stated in the Order or Statement of Work.

1.2 RENDUS LTD acts as an independent contractor. Nothing creates employment, partnership, fiduciary relationship, joint venture, agency or authority for either Party to bind the other. Personnel remain directed and remunerated by their own employer, subject to reasonable site, security and project coordination requirements.

1.3 These Conditions are intended for business clients, not consumers. If an individual contracts wholly or mainly outside a trade, business, craft or profession, the Parties must agree appropriate consumer terms before services start; mandatory consumer rights are not excluded by an incorrect label.

2. Definitions and interpretation

2.1 In these Conditions: Acceptance Criteria means the objective tests stated in a Statement of Work; Applicable Law means law binding on a Party or the Services; Background IPR means intellectual property owned or developed independently of the Services; Business Day means a day other than Saturday, Sunday or public holiday in England; Change means an agreed alteration; Charges means fees and reimbursable expenses; Client Data means data supplied by or for the Client or accessed in its environment; Deliverable means an identified work product; Documentation means agreed operating or technical material; Order means an accepted order incorporating these Conditions; Services means the work described in a Statement of Work; and Statement of Work or SOW means the signed or otherwise accepted project description.

2.2 Controller, processor, personal data, processing, personal data breach and data subject have the meanings in UK Data Protection Law. UK Data Protection Law means the UK GDPR, Data Protection Act 2018, PECR and binding regulations or replacement legislation. IPR includes copyright, database right, patents, rights in inventions, trade marks, designs, trade secrets, know-how and analogous rights.

2.3 Writing includes email unless a clause expressly requires signature or excludes email. Including and similar words do not limit the preceding category. References to statutes include amendments and subordinate legislation. Headings aid navigation only. An obligation not to do something includes not permitting it. If a period ends on a non-Business Day, it ends on the next Business Day.

3. Contract formation and priority

3.1 A quotation is an invitation to negotiate unless expressly stated to remain open for a fixed period. A contract forms when RENDUS LTD signs an Order or SOW, confirms acceptance in writing, or begins work at the Client's written request after price and scope have been agreed. Each accepted SOW is a separate contract incorporating these Conditions unless an overarching signed agreement states otherwise.

3.2 Client purchase-order terms, portal click-terms, supplier codes or other standard conditions do not apply merely because they accompany an order, invoice or access instruction. A conflicting term binds RENDUS LTD only if expressly accepted by an authorised signatory who identifies the provision being varied.

3.3 Priority is: a signed data processing addendum for data-protection subject matter; the SOW's express special conditions; the Order; these Conditions; then referenced Documentation. A higher document overrides a lower one only to the extent of direct conflict. Scope descriptions and technical designs prevail over general marketing material.

4. Statements of Work

4.1 This clause governs the scoping and governance of individual engagements. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

4.2 The Client shall ensure each SOW identifies objectives, assumptions, environments, dependencies, milestones, Deliverables, Acceptance Criteria, Charges and authorised contacts. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

4.3 RENDUS LTD shall prepare the SOW with reasonable clarity, identify material exclusions and explain technical assumptions known when it is issued. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

4.4 The Parties recognise that uncertainty cannot be eliminated from complex legacy estates and discovery may reveal constraints not reasonably visible before access. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

5. Project governance and cooperation

5.1 This clause governs working arrangements, reporting and decisions. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

5.2 The Client shall appoint an empowered project owner, attend governance meetings, review reports and resolve escalated business questions. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

5.3 RENDUS LTD shall appoint a delivery lead, report material progress and obstacles, and maintain a proportionate decision and risk log. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

5.4 The Parties recognise that delay frequently results from unresolved ownership, competing stakeholder instructions or unavailable subject-matter experts. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

6. Change Control

6.1 This clause governs changes to scope, sequence, assumptions, resources or timetable. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

6.2 The Client shall describe requested Changes, explain the business priority and refrain from treating an unapproved request as included work. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

6.3 RENDUS LTD shall assess likely impact on Charges, timing, architecture, security and dependencies and issue a Change proposal where appropriate. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

6.4 The Parties recognise that urgent operational requests can create technical debt or displace planned work unless impact is made explicit. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

7. Client obligations

7.1 This clause governs information, approvals, facilities and cooperation required from the Client. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

7.2 The Client shall provide timely access, suitable personnel, accurate requirements, licences, decisions, test participation and a safe working environment. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

7.3 RENDUS LTD shall use Client inputs only for delivery, raise apparent inconsistencies and avoid unnecessary disruption to Client operations. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

7.4 The Parties recognise that a supplier cannot validate undisclosed business rules, hidden interfaces or informal practices with the same certainty as the Client. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

8. Access, accounts and credentials

8.1 This clause governs authorised access to systems, premises, repositories and cloud tenancies. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

8.2 The Client shall provision named least-privilege accounts, approve access boundaries, maintain ownership of master accounts and revoke access at project end. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

8.3 RENDUS LTD shall protect credentials, use multifactor authentication where available, avoid credential sharing and access only approved resources. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

8.4 The Parties recognise that privileged access can affect confidentiality, availability and auditability even where no data is intentionally changed. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

9. Database design

9.1 This clause governs logical and physical database architecture. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

9.2 The Client shall identify business entities, ownership, retention, consistency requirements, expected volumes, critical queries and regulatory constraints. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

9.3 RENDUS LTD shall apply suitable normalisation, indexing, integrity, naming, migration and documentation practices having regard to workload and platform. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

9.4 The Parties recognise that performance and integrity involve trade-offs and estimates depend on representative data, concurrency and query behaviour. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

10. Database management and migration

10.1 This clause governs administration, tuning, backup, replication, upgrade and data movement. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

10.2 The Client shall approve maintenance windows, source-to-target rules, reconciliation tolerances, rollback decisions and authoritative records. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

10.3 RENDUS LTD shall plan material operations, preserve audit evidence, test recovery where scoped and report discrepancies that exceed agreed tolerance. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

10.4 The Parties recognise that migration may expose duplicate, corrupt, incomplete or semantically inconsistent data and zero downtime is not implicit. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

11. Systems integration

11.1 This clause governs interfaces between applications, services, devices and data stores. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

11.2 The Client shall secure cooperation from system owners, disclose rate limits and licences, and provide representative payloads and interface specifications. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

11.3 RENDUS LTD shall define mappings, error handling, idempotency, authentication and observability appropriate to the agreed integration. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

11.4 The Parties recognise that external interfaces may change, throttle, duplicate, omit or reorder messages outside RENDUS LTD's control. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

12. Cloud services

12.1 This clause governs architecture, migration and operation in third-party cloud environments. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

12.2 The Client shall select or approve providers, regions, subscriptions, budgets, data residency and shared-responsibility decisions. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

12.3 RENDUS LTD shall apply agreed infrastructure patterns, identity controls, tagging, monitoring and resilience measures within the granted permissions. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

12.4 The Parties recognise that cloud consumption is variable, provider services may change, and configuration responsibility is divided among provider, Client and RENDUS LTD. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

13. Analytics and reporting

13.1 This clause governs data models, dashboards, metrics and analytical outputs. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

13.2 The Client shall define metric ownership, calculation rules, source authority, access groups and decisions for which outputs will be used. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

13.3 RENDUS LTD shall document material transformations, validate against agreed samples and distinguish observed data from assumptions or forecasts. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

13.4 The Parties recognise that a technically correct calculation can mislead if source quality, population bias, timing or business definition is defective. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

14. Cybersecurity services

14.1 This clause governs security assessment, hardening, monitoring and remediation support. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

14.2 The Client shall authorise testing boundaries, preserve backups, notify affected operators and decide risk acceptance and remediation priorities. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

14.3 RENDUS LTD shall use reasonable care to avoid unnecessary impact, protect findings and report material limitations and evidence. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

14.4 The Parties recognise that no assessment identifies every vulnerability, threat actors change methods and security is a continuing shared process rather than a guaranteed state. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

15. Software development

15.1 This clause governs custom programs, web and mobile applications and enterprise software. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

15.2 The Client shall prioritise requirements, supply lawful content, review iterations and perform user acceptance with representative users and devices. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

15.3 RENDUS LTD shall use appropriate engineering, version control, review and testing practices and document agreed deployment dependencies. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

15.4 The Parties recognise that software contains residual defects and compatibility can be affected by operating systems, browsers, libraries and user configuration. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

16. Application programming interfaces

16.1 This clause governs design and implementation of APIs and machine-to-machine services. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

16.2 The Client shall define intended consumers, data entitlements, traffic expectations, lifecycle and backward-compatibility needs. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

16.3 RENDUS LTD shall apply agreed schemas, authentication, validation, errors, versioning, throttling and documentation. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

16.4 The Parties recognise that API consumers may cache, retry or misuse responses and a breaking external dependency can require redesign. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

17. DevOps and delivery pipelines

17.1 This clause governs build, test, release, infrastructure automation and operational tooling. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

17.2 The Client shall approve environments, branch and release policies, segregation of duties and production deployment authority. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

17.3 RENDUS LTD shall implement scoped automation with traceability, protected secrets and rollback or recovery procedures appropriate to criticality. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

17.4 The Parties recognise that automation accelerates both correct and incorrect changes, making approvals, observability and tested recovery essential. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

18. Artificial intelligence and machine learning

18.1 This clause governs models, training, evaluation, prompts, agents and machine-assisted outputs. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

18.2 The Client shall identify lawful data sources, prohibited uses, risk appetite, human reviewers and acceptable error or bias thresholds. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

18.3 RENDUS LTD shall document scoped model choices, evaluation limits and material dependencies and avoid representing probabilistic output as certain. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

18.4 The Parties recognise that models can hallucinate, drift, reproduce bias, expose memorised content or behave differently after provider updates. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

19. Digital transformation and consulting

19.1 This clause governs strategy, roadmaps, operating models, architecture and organisational change advice. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

19.2 The Client shall provide strategic context, stakeholder access, constraints and accountable executives who decide whether to adopt recommendations. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

19.3 RENDUS LTD shall base recommendations on information reasonably available, identify key assumptions and distinguish options from binding instructions. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

19.4 The Parties recognise that benefits depend on leadership, investment, adoption, procurement and execution beyond production of a recommendation. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

20. Network infrastructure

20.1 This clause governs network design, configuration, segmentation, connectivity and related hardware or virtual services. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

20.2 The Client shall provide topology and carrier information, approve outage windows and retain emergency physical or console access. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

20.3 RENDUS LTD shall use documented configurations, change precautions and validation proportionate to the potential service impact. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

20.4 The Parties recognise that network changes can have wide blast radius and vendor firmware, cabling or carrier conditions may not be observable remotely. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

21. Acceptance

21.1 This clause governs review and acceptance of Deliverables. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

21.2 The Client shall test promptly against the Acceptance Criteria and issue a detailed rejection identifying reproducible non-conformity. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

21.3 RENDUS LTD shall correct a valid material non-conformity and resubmit the affected Deliverable within a reasonable period. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

21.4 The Parties recognise that subjective preference, an out-of-scope feature or a defect in Client infrastructure is not a failure of agreed Acceptance Criteria. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

22. Fees, estimates and expenses

22.1 This clause governs calculation of Charges and approved expenditure. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

22.2 The Client shall pay fixed fees, time-based Charges, retainers and approved expenses stated in the SOW and monitor any Client budget. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

22.3 RENDUS LTD shall keep reasonable time records, notify likely estimate overruns and obtain approval for material unlisted expenses. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

22.4 The Parties recognise that an estimate is not a fixed price and discovery, changed assumptions or Client delay can increase effort. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

23. Invoicing and payment

23.1 This clause governs invoice timing, disputes and overdue sums. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

23.2 The Client shall pay undisputed invoices in pounds sterling within thirty days, identify disputes promptly and pay the undisputed balance. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

23.3 RENDUS LTD shall provide a valid invoice with reasonable description and investigate a good-faith dispute without suspending unaffected work precipitately. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

23.4 The Parties recognise that late payment affects resource allocation and may justify statutory interest, recovery costs or proportionate suspension after notice. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

24. Taxes

24.1 This clause governs VAT, withholding and other fiscal charges. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

24.2 The Client shall pay VAT properly chargeable, provide valid exemption evidence and gross up prohibited deductions except where law requires withholding. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

24.3 RENDUS LTD shall state applicable VAT, maintain required tax records and provide reasonable documentation of its own status. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

24.4 The Parties recognise that each Party remains responsible for taxes on its income and neither gives tax advice to the other. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

25. Intellectual property framework

25.1 This clause governs ownership and licensing of project materials. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

25.2 The Client shall identify pre-existing Client materials and third-party restrictions and avoid providing content it has no right to use. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

25.3 RENDUS LTD shall distinguish Background IPR, Deliverables and reusable know-how and maintain provenance appropriate to the project. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

25.4 The Parties recognise that technology projects combine pre-existing tools, generic methods, third-party components and newly created expression. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

26. Deliverable rights

26.1 This clause governs rights in bespoke Deliverables and retained components. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

26.2 The Client shall pay all Charges due for the relevant Deliverable and comply with licence restrictions disclosed in the SOW. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

26.3 RENDUS LTD shall on payment assign or license bespoke rights as stated in the SOW while retaining Background IPR, generic skills and non-Client-specific methods. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

26.4 The Parties recognise that assignment cannot transfer third-party rights or general capability and must not prevent RENDUS LTD serving other clients without using Client Confidential Information. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

27. Open source and third-party materials

27.1 This clause governs software and content licensed by others. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

27.2 The Client shall approve material copyleft or externally hosted dependencies where the SOW requires approval and comply with applicable terms. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

27.3 RENDUS LTD shall keep a proportionate component record, preserve notices and avoid knowingly introducing a licence materially inconsistent with agreed distribution. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

27.4 The Parties recognise that open-source software is supplied under its own licence and maintainers may change support, security or compatibility. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

28. Confidentiality

28.1 This clause governs protection and permitted use of Confidential Information. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

28.2 The Client shall restrict disclosure to personnel and advisers who need it, protect it with at least reasonable care and use it only for the contract. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

28.3 RENDUS LTD shall apply equivalent restrictions, segregate client material appropriately and return or delete it subject to lawful retention and backups. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

28.4 The Parties recognise that Confidential Information excludes material lawfully public, already known without restriction, independently developed or lawfully received from another source. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

29. Data protection roles

29.1 This clause governs allocation of controller and processor responsibilities. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

29.2 The Client shall determine lawful purposes and instructions, give required notices, handle rights and ensure Client Data is lawful and proportionate. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

29.3 RENDUS LTD shall act on documented instructions when processor, impose confidentiality, assist reasonably and notify an instruction believed to infringe UK Data Protection Law. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

29.4 The Parties recognise that roles depend on factual decision-making and a contractual label cannot change an independently determined purpose. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

30. Processor terms

30.1 This clause governs processing by RENDUS LTD on behalf of the Client. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

30.2 The Client shall document subject matter, duration, nature, purpose, data types, data subjects, retention and approved transfer or subprocessor requirements. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

30.3 RENDUS LTD shall process only as necessary for Services, implement Article 32 measures, support breach and rights duties, and delete or return data at end as instructed. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

30.4 The Parties recognise that assistance beyond included scope may be chargeable where it is not caused by RENDUS LTD's breach. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

31. Security management

31.1 This clause governs organisational and technical measures for Services and Client Data. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

31.2 The Client shall maintain its own endpoint, identity and user governance and assess controls for which it remains responsible. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

31.3 RENDUS LTD shall use risk-based access control, encryption where appropriate, vulnerability management, logging, backup and incident procedures within scope. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

31.4 The Parties recognise that security obligations are measured against risk, state of the art, implementation cost and processing context, not absolute invulnerability. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

32. Security incidents

32.1 This clause governs detection, containment and communication of security events. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

32.2 The Client shall maintain emergency contacts, cooperate, avoid misleading public statements and make regulatory decisions for its controller obligations. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

32.3 RENDUS LTD shall notify the Client without undue delay of a confirmed Personal Data Breach as processor and provide reasonably available facts and updates. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

32.4 The Parties recognise that initial reports may be incomplete and preserving evidence can constrain immediate restoration or detailed disclosure. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

33. Warranties

33.1 This clause governs promises concerning authority, skill and conformity. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

33.2 The Client shall warrant authority to contract, lawful rights in supplied materials and accuracy of material instructions to its knowledge. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

33.3 RENDUS LTD shall warrant authority to contract and perform Services with reasonable skill and care using suitably competent personnel. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

33.4 The Parties recognise that remedy of a service defect requires timely notice and reasonable opportunity to re-perform or correct before substitute costs are incurred. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

34. Disclaimers

34.1 This clause governs matters not warranted unless expressly stated. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

34.2 The Client shall make independent business, legal, tax, regulatory and risk decisions and retain responsibility for final production approval. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

34.3 RENDUS LTD shall provide only the warranties expressly stated and not imply guaranteed savings, uninterrupted operation or fitness for an undisclosed purpose. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

34.4 The Parties recognise that forecasts, demonstrations, prototypes and security findings depend on assumptions and are not guarantees of future outcome. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

35. Liability exclusions

35.1 This clause governs categories and limits of recoverable loss. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

35.2 The Client shall take reasonable steps to mitigate loss, maintain backups and avoid claiming remote or duplicative losses. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

35.3 RENDUS LTD shall remain liable for loss that cannot lawfully be excluded while excluding indirect loss and specified economic categories to the lawful extent. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

35.4 The Parties recognise that loss of profit, revenue, anticipated savings, goodwill, opportunity and indirect data loss may be disproportionate to project Charges. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

36. Liability caps

36.1 This clause governs aggregate financial limits on liability. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

36.2 The Client shall ensure the SOW states any risk requiring a special cap and maintain insurance for risks retained by the Client. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

36.3 RENDUS LTD shall accept an aggregate ordinary cap equal to one hundred per cent of Charges paid or payable under the affected SOW in the preceding twelve months. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

36.4 The Parties recognise that separate higher or uncapped treatment applies only where expressly stated or law prevents limitation, including fraud and death or personal injury caused by negligence. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

37. Indemnities and third-party claims

37.1 This clause governs specified protection against third-party allegations. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

37.2 The Client shall indemnify for unlawful Client materials, unauthorised instructions and Client misuse, subject to defence control and mitigation. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

37.3 RENDUS LTD shall defend a claim that a bespoke paid Deliverable infringes UK IPR, with options to modify, license or terminate the affected item. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

37.4 The Parties recognise that an indemnity does not cover combinations, modifications or uses outside Documentation that caused the claim. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

38. Insurance

38.1 This clause governs commercial insurance maintained by the Parties. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

38.2 The Client shall maintain cover appropriate to its operations, assets, personnel and retained risks and provide evidence where reasonably requested. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

38.3 RENDUS LTD shall maintain professional indemnity, public liability, employer's liability where required and cyber cover appropriate to its business. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

38.4 The Parties recognise that insurance does not expand contractual liability and policy availability, exclusions and market terms can change. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

39. Term and renewal

39.1 This clause governs commencement, duration and continuation. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

39.2 The Client shall observe minimum commitments and give renewal decisions by any date stated in the SOW. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

39.3 RENDUS LTD shall commence on the agreed date and continue for the fixed term or until completion unless terminated earlier. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

39.4 The Parties recognise that a continuing support service may renew only as expressly stated and silence is not automatic renewal unless the SOW clearly says so. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

40. Suspension

40.1 This clause governs temporary restriction of Services. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

40.2 The Client shall remedy overdue payment, unsafe access, unlawful instruction or material security risk giving rise to suspension. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

40.3 RENDUS LTD shall give reasonable notice where practicable, limit suspension to affected Services and restore promptly after the cause is remedied. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

40.4 The Parties recognise that immediate action may be necessary to prevent active compromise, legal breach or material harm. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

41. Termination

41.1 This clause governs ending a contract for cause or agreed convenience. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

41.2 The Client shall pay accrued Charges, preserve assets and cooperate with orderly handover. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

41.3 RENDUS LTD shall allow remedy periods for remediable material breach and permit immediate termination for insolvency or irremediable breach. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

41.4 The Parties recognise that termination of one SOW does not automatically end another and accrued rights survive. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

42. Consequences and exit assistance

42.1 This clause governs handover, return, deletion and transition after termination. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

42.2 The Client shall specify priorities, provide a replacement contact, pay outstanding sums and fund additional transition work. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

42.3 RENDUS LTD shall deliver completed paid materials, revoke access, return or delete Client Data as agreed and offer scoped exit assistance at then-current rates. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

42.4 The Parties recognise that transition depends on timely Client decisions, third-party cooperation, export formats and continuing licences. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

43. Non-solicitation

43.1 This clause governs protection of personnel relationships. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

43.2 The Client shall not directly solicit for employment personnel materially involved in Services during an SOW and for twelve months afterwards. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

43.3 RENDUS LTD shall apply the same restriction to Client personnel with whom it worked materially, excluding general recruitment not targeted at them. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

43.4 The Parties recognise that if enforceable and a breach occurs, reasonable recruitment costs and a fee reflecting replacement impact may be recoverable without restricting lawful employment rights. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

44. Subcontracting

44.1 This clause governs use of affiliates and specialist subcontractors. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

44.2 The Client shall not unreasonably withhold required approval and recognise that cloud and software suppliers may support delivery. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

44.3 RENDUS LTD shall remain responsible for subcontracted contractual performance, impose suitable confidentiality and data terms, and manage access. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

44.4 The Parties recognise that specialists can improve capability but supply-chain changes may require equivalent replacement. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

45. Force majeure

45.1 This clause governs events beyond reasonable control. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

45.2 The Client shall continue unaffected duties, communicate impacts and pay for Services already properly performed. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

45.3 RENDUS LTD shall notify material delay, mitigate reasonably and resume performance when practicable. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

45.4 The Parties recognise that events may include infrastructure failure, disaster, epidemic, war, civil disturbance, government action and widespread supplier outage, but not mere lack of funds. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

46. Dispute resolution

46.1 This clause governs escalation and resolution of disagreements. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

46.2 The Client shall send a clear written summary and nominate a senior representative with settlement authority. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

46.3 RENDUS LTD shall do the same and continue safe undisputed work where practicable. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

46.4 The Parties recognise that the Parties shall first negotiate in good faith for at least twenty Business Days before proceedings, except for urgent injunction, limitation protection or debt collection. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

47. Notices

47.1 This clause governs formal contractual communications. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

47.2 The Client shall send notices to the address or email stated in the Order and update contact details promptly. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

47.3 RENDUS LTD shall receive notices at 37 Sandy Lane, WOKINGHAM, RG41 4SS United Kingdom or about@rendus.help and identify a replacement address in writing if changed. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

47.4 The Parties recognise that a notice is deemed received on delivery by hand, two Business Days after prepaid post, or on email transmission without bounce before 17:00 on a Business Day. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

48. Anti-bribery and fraud

48.1 This clause governs integrity in procurement and performance. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

48.2 The Client shall comply with the Bribery Act 2010, prohibit facilitation payments and report suspicious requests affecting the contract. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

48.3 RENDUS LTD shall maintain proportionate anti-bribery controls and refuse gifts or advantages intended to influence improper performance. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

48.4 The Parties recognise that a substantiated material breach may justify immediate termination and cooperation with lawful investigation. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

49. Modern slavery

49.1 This clause governs prevention of forced labour and exploitation. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

49.2 The Client shall take proportionate steps in its supply chain and notify credible concerns related to Services. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

49.3 RENDUS LTD shall maintain a zero-tolerance approach, assess relevant suppliers and cooperate with reasonable due diligence. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

49.4 The Parties recognise that remediation should protect potential victims and avoid retaliation while preserving lawful reporting. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

50. Audit and compliance evidence

50.1 This clause governs reasonable verification of contractual controls. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

50.2 The Client shall limit requests to relevant evidence, protect disclosed material and avoid unnecessary disruption or competitor access. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

50.3 RENDUS LTD shall provide existing certifications, summaries or records where adequate and permit a scoped audit where legally required or after a material incident. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

50.4 The Parties recognise that audits are normally once yearly on notice, during business hours, at Client cost unless they identify material breach. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

51. Records and retention

51.1 This clause governs creation and preservation of business and technical records. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

51.2 The Client shall retain approvals, licences, instructions and acceptance evidence for its obligations. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

51.3 RENDUS LTD shall retain time, invoice, decision, security and delivery records for legal, tax, limitation and quality purposes. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

51.4 The Parties recognise that records are deleted or anonymised after applicable periods unless a dispute, legal hold or mandatory duty requires longer retention. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

52. Publicity

52.1 This clause governs use of names, marks and project descriptions. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

52.2 The Client shall not imply endorsement by RENDUS LTD and provide brand rules for authorised references. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

52.3 RENDUS LTD shall not publish the Client's name, logo, confidential results or case study without prior written approval. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

52.4 The Parties recognise that a factual disclosure required by law or to professional advisers is not promotional publicity. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

53. Export control and sanctions

53.1 This clause governs restrictions on technology, destinations and persons. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

53.2 The Client shall identify controlled end use, destination or user and not request prohibited access, transfer or support. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

53.3 RENDUS LTD shall perform reasonable screening and suspend affected delivery where necessary to comply with binding sanctions or export law. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

53.4 The Parties recognise that neither Party must act unlawfully, and lawful compliance delay is addressed transparently without concealing the restricted activity. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

54. Acceptable use

54.1 This clause governs use of Services, systems and Deliverables. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

54.2 The Client shall not use them for unlawful surveillance, malware, unauthorised intrusion, rights infringement, dangerous evasion or abusive content. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

54.3 RENDUS LTD shall apply reasonable safeguards and may refuse or suspend an instruction that presents credible illegality or serious harm. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

54.4 The Parties recognise that security research requires express written scope and cannot be inferred from general access. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

55. Business continuity

55.1 This clause governs resilience and recovery planning. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

55.2 The Client shall maintain plans and backups for Client-controlled operations and state recovery requirements in the SOW. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

55.3 RENDUS LTD shall maintain proportionate internal continuity arrangements and perform specifically purchased recovery services. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

55.4 The Parties recognise that recovery point and recovery time objectives are commitments only if expressly agreed and tested dependencies remain available. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

56. TUPE

56.1 This clause governs potential application of employee-transfer legislation. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

56.2 The Client shall disclose relevant incumbent arrangements and employee-liability information before any transfer-sensitive service change. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

56.3 RENDUS LTD shall cooperate reasonably in assessment but gives no assumption that TUPE applies unless expressly agreed. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

56.4 The Parties recognise that each Party is responsible for employment liabilities allocated to it by law or an express SOW indemnity. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

57. Assignment and change of control

57.1 This clause governs transfer of contractual rights and obligations. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

57.2 The Client shall not assign or novate without consent, except to a solvent group company or business successor able to perform. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

57.3 RENDUS LTD shall may make an equivalent permitted transfer on written notice while remaining responsible where required. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

57.4 The Parties recognise that consent shall not be unreasonably withheld where the transfer does not materially increase risk. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

58. Entire agreement and reliance

58.1 This clause governs the documents constituting the Parties' agreement. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

58.2 The Client shall ensure material requirements and relied-on promises appear in the signed contract documents. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

58.3 RENDUS LTD shall do the same and remain responsible for fraudulent misrepresentation notwithstanding this clause. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

58.4 The Parties recognise that each Party excludes reliance on innocent or negligent statements not recorded in the agreement to the lawful extent. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

59. Variation, waiver and severance

59.1 This clause governs changes and continued enforceability. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

59.2 The Client shall obtain written agreement from authorised representatives for contractual variations. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

59.3 RENDUS LTD shall not treat delay or partial enforcement as a waiver and cooperate to replace invalid provisions with lawful equivalents. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

59.4 The Parties recognise that a severed provision does not invalidate the rest and a waiver for one event does not waive another. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

60. Third-party rights

60.1 This clause governs enforcement by persons who are not Parties. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

60.2 The Client shall recognise that no third party may enforce the contract unless an express clause names it and the enforceable benefit. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

60.3 RENDUS LTD shall retain with the Client the right to vary or end the contract without third-party consent unless expressly stated otherwise. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

60.4 The Parties recognise that the Contracts Rights of Third Parties Act 1999 is excluded to that extent. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

61. Governing law and jurisdiction

61.1 This clause governs law and forum for contractual and non-contractual disputes. It applies unless the Statement of Work expressly identifies a provision of these Conditions that it replaces.

61.2 The Client shall accept the law of England and Wales and the exclusive jurisdiction of its courts after the negotiation process. It shall make decisions within the agreed timetable, provide complete and accurate information, and notify RENDUS LTD promptly if an assumption, dependency or instruction becomes incorrect. Approval must be given by a person with suitable authority and technical understanding.

61.3 RENDUS LTD shall accept the same and remain free to seek urgent protective relief where legally available. Performance is assessed against the agreed scope, acceptance criteria and professional standard, not against an unstated objective or a result that depends on a third party, Client data quality or infrastructure outside RENDUS LTD's control.

61.4 The Parties recognise that the agreed forum promotes predictability and does not prevent enforcement of an English judgment in another competent jurisdiction. Each shall mitigate foreseeable impact within its control and cooperate in a proportionate corrective plan. Additional work caused by a Client dependency, inaccurate instruction or third-party change may be addressed through Change Control.

62. Operational contact

62.1 Commercial questions about these Conditions may be directed to RENDUS LTD, 37 Sandy Lane, WOKINGHAM, RG41 4SS United Kingdom, by plain-text email to about@rendus.help, or by telephone on +44 7399 888999. Project incidents and support requests must use the channels identified in the relevant SOW so that priority, authentication and audit requirements are followed.

62.2 The person raising a contractual question should identify the Client, SOW and relevant clause, but should not send production credentials or unnecessary personal data in ordinary correspondence. Contact details in this clause do not replace the formal notice mechanics in clause 47.