Terms of Business

1. These terms

These terms govern the supply of consultancy, business-analysis and document services (the "Services") by BI22 I.T Consultancy Ltd (trading as CongruityDocs) ("we", "us") to the client ("you"). By submitting a brief through the CongruityDocs portal you agree to these terms. These terms, the brief, the Data Processing Agreement and the Mutual NDA together form the contract; if they conflict, the DPA prevails for personal data and the NDA for confidentiality.

2. Briefs and deliverables

• You submit a brief through the portal describing the work and preferred output format; we may ask clarifying questions before acceptance.
• A contract for a specific engagement forms when we confirm acceptance of your brief in the portal or by email.
• We will deliver the deliverables described in the accepted brief with reasonable skill and care and in the agreed format.
• Any target date you give at brief submission is indicative only. We confirm a delivery date when we accept your brief; that confirmed date is the one we work to.
• Each engagement includes one round of consolidated revisions within the agreed scope, requested within 14 days of delivery. Further revisions, or any change to the agreed scope, are quoted separately and agreed with you before work continues.
• Changes requested after you have approved the watermarked preview are treated as a change of scope and quoted separately, unless they correct an error in our work against the accepted brief — which we correct at no charge.
• You are responsible for the accuracy, legality and completeness of materials you upload, and warrant you have the right to share them with us.

3. Fees and payment

• Fees are as quoted in or alongside the accepted brief. Unless stated otherwise, fees exclude VAT (if applicable).
• Where a deposit is required, it is payable on acceptance of the quotation, and work commences on receipt of cleared funds. The final invoice is issued electronically via Stripe once you approve the watermarked preview, and is payable on issue; the final (unwatermarked) deliverable is released on confirmation of payment.
• We may suspend work on overdue accounts and charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.
• We may agree to carry out an engagement on a complimentary (nil-fee) basis. Where we do, it is marked as complimentary in the portal, no invoice is raised, and the deliverable is released without payment. All other provisions of these terms apply, and our total liability for that engagement is limited accordingly (see clause 7).
• Fees for work already carried out become non-refundable once that work has been performed. Deposits are non-refundable once work has commenced, except where we fail to deliver.
• If you dispute an invoice, tell us within 14 days of issue with your reasons. We will discuss it in good faith; undisputed amounts remain payable on issue.

4. Intellectual property

• On receipt of full payment, we assign to you the intellectual property rights in the deliverables created specifically for you.
• We retain ownership of our pre-existing materials, know-how, templates and tools; you receive a non-exclusive, perpetual licence to use them as embedded in the deliverables.
• You retain ownership of everything you provide to us; you grant us a licence to use it solely to provide the Services.
• Where a deliverable incorporates third-party materials (for example licensed images, fonts or data), we will tell you and any such materials remain subject to the third party's own licence terms.
• Nothing in these terms assigns moral rights, which are not assignable; we waive them in respect of the deliverables to the extent permitted by law.

5. Confidentiality and data protection

Confidentiality is governed by the Mutual NDA accepted at brief submission. Processing of personal data is governed by our Data Processing Agreement and Privacy Policy accepted at onboarding. Document retention and deletion (including our documents-deletion feature and any automatic purge) are as described in the portal and the DPA.

6. Your responsibilities

• Provide timely instructions, information and approvals; timescales depend on this.
• Where your instructions, information or approvals are delayed, confirmed delivery dates move accordingly, and any additional work caused by incomplete or inaccurate instructions is chargeable at our then-current rates, agreed with you in advance.
• Keep your portal account credentials secure; you are responsible for activity under your account.
• Use the portal lawfully and not upload malicious code or unlawful content.

7. Liability

• Nothing limits liability for death or personal injury caused by negligence, fraud, or anything else that cannot lawfully be limited.
• Subject to that, our total liability arising out of an engagement is capped at the fees paid for that engagement and we are not liable for loss of profit, revenue, data or indirect or consequential loss.
• Deliverables are provided for your business use; they do not constitute legal, financial or regulated professional advice unless expressly stated.

8. Term, suspension and termination

• Either party may terminate an engagement on written notice if the other materially breaches these terms and fails to remedy within 14 days.
• You may cancel a brief before acceptance at no charge; after acceptance, work done to date is chargeable.
• We may suspend portal access for security reasons or breach of these terms.
• We may terminate immediately on written notice for non-payment that remains outstanding 14 days after we notify you, or where continuing would breach law or our insurance.
• On termination: fees for work performed to that date remain payable; intellectual property in deliverables transfers only on full payment; and we deal with your documents in accordance with the Data Processing Agreement.
• Clauses on confidentiality, data protection, intellectual property, liability, payment obligations and governing law survive termination.

9. General

These terms may be accepted electronically. The parties agree that your acceptance recorded in the CongruityDocs portal at brief submission — including the date, time, account under which acceptance was given and the version of these terms accepted — constitutes valid acceptance and is binding, without the need for a handwritten signature. We may update these terms for future engagements by publishing a new version in the portal. Neither party is liable for delay caused by events beyond its reasonable control. These terms are governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.