Terms and Conditions

Last updated: 17 July 2026 · Governing law: England and Wales

1. Parties, Definitions and Interpretation

These Terms and Conditions ("Conditions") set out the comprehensive contractual framework under which VINED LTD ("Supplier", "we", "us", or "our") may supply IT consulting services, computer systems design and related services, software development services, SaaS solutions support, enterprise software solutions, cloud software platforms work, web application development, mobile application development, systems integration services, database development and management, API development and integration, cybersecurity solutions, digital transformation services, application licensing services advisory, digital product distribution advisory, and related professional services (together, the "Services") to a business client ("Client", "you", or "your").

VINED LTD's registered operating address for notices under these Conditions is Suite 130 4 Montpelier Street, LONDON, SW7 1EE United Kingdom. Primary commercial and legal notices may be sent to contact@vined.mobi. Telephone contact for operational matters is +44 7589 334422. The Supplier's public website is https://vined.mobi.

In these Conditions: "Agreement" means the contract formed by these Conditions together with any proposal, statement of work, order form, or services schedule accepted in writing by both parties; "Deliverables" means materials, code, documents, configurations, designs, reports, or other work product expressly identified as deliverables in an Agreement; "Site" means https://vined.mobi and related pages; "Working Day" means a day other than Saturday, Sunday, or a public holiday in England; "Confidential Information" means non-public information disclosed by either party in connection with the Services; "Client Materials" means data, content, credentials, documentation, and materials provided by the Client; "Background IP" means intellectual property owned or licensed by a party prior to the Agreement or developed independently of the Agreement; "Foreground IP" means intellectual property created specifically for the Client under an Agreement as defined therein.

Headings are for convenience only. Words importing the singular include the plural and vice versa. References to "including" mean including without limitation. References to statutes include amendments and re-enactments. If there is a conflict between a signed statement of work and these Conditions, the statement of work prevails for that engagement to the extent of conflict, unless it expressly states otherwise.

2. Formation of Agreement and Hierarchy

Browsing the Site, submitting a private viewing request, or receiving marketing information does not create an Agreement for Services. An Agreement is formed only when both parties execute a written proposal, statement of work, order form, or equivalent instrument, or when the Supplier issues a written acceptance of a Client purchase order that expressly references these Conditions.

These Conditions apply to business-to-business engagements. They are not intended as consumer terms. If any mandatory consumer law applies despite the parties' intentions, those mandatory rights remain unaffected.

The Agreement hierarchy is: (1) specially negotiated clauses signed by both parties; (2) the relevant statement of work or order form; (3) these Conditions; (4) documents incorporated by reference. Site Terms of Service govern website use generally and do not replace a Services Agreement.

3. Scope of Services and Catalogue Presentation

The Supplier provides selective professional Services described in the Agreement. Catalogue metaphors used on the Site—including lot labels, estimate panels, provenance fields, and confirmed result tags—are presentational and organisational devices. They do not create an auction, marketplace, bidding, escrow, or title-transfer mechanism for goods or digital assets.

Unless expressly stated in a statement of work, Services are provided on a professional services basis and do not include perpetual software product sales as a retailer, nor do they constitute underwriting, legal advice, or regulated financial advice.

Changes to scope require written change control. The Supplier is not obliged to perform out-of-scope work. Estimate panels in proposals are indicative until incorporated into an Agreement and may be subject to discovery findings.

4. Client Responsibilities

The Client shall provide timely access to personnel, systems, environments, and Client Materials reasonably required for the Services; ensure Client Materials are accurate, lawful, and appropriately licensed; obtain all consents required for the Supplier to process personal data as instructed; designate an authorised representative with decision-making authority; and maintain appropriate backups of Client systems unless backup is expressly in scope.

Delays caused by the Client may extend timelines and increase fees. The Supplier shall notify the Client promptly of material Client-side dependencies affecting delivery.

5. Service Standards and Methodology

The Supplier shall perform Services with reasonable skill and care consistent with reputable United Kingdom IT consulting and software services practice. The Supplier may use a catalogue sequence methodology—receive, classify, estimate, evidence, present, confirm—as an internal quality framework unless the Agreement specifies an alternative methodology.

Timeframes are targets rather than of the essence unless expressly stated. The Supplier shall use reasonable efforts to meet agreed milestones and communicate material risks early.

6. Fees, Invoicing and Payment

Fees are set out in the Agreement and may be fixed price, time and materials, retainer, or hybrid. Unless stated otherwise, fees exclude VAT and other applicable taxes, which the Client shall pay at the prevailing rate.

Invoices are payable within fourteen (14) days of the invoice date unless otherwise agreed. Late payments may accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Supplier may suspend Services for overdue amounts after written notice.

Expenses pre-approved in writing are rechargeable at cost. Currency is pounds sterling unless otherwise specified.

7. Change Control

Either party may request a change to scope, timeline, assumptions, or fees. The Supplier will assess impact and issue a written change note. No change is binding until signed or otherwise accepted in writing by both parties. Continuing performance without a signed change does not waive the need for change control where the Supplier has reserved rights.

8. Acceptance of Deliverables

Where acceptance criteria are defined, the Client shall review Deliverables within the acceptance period stated in the Agreement or, if none, within ten (10) Working Days. Acceptance occurs upon written approval, productive use, or expiry of the acceptance period without a documented rejection specifying material non-conformities.

Minor defects that do not materially impair use shall not justify rejection and shall be addressed under warranty or residual defect processes if applicable.

9. Intellectual Property

Background IP remains vested in the owning party. Subject to full payment of fees due, Foreground IP in Deliverables created specifically for the Client and identified as Client-owned in the Agreement is assigned to the Client. The Supplier retains a royalty-free licence to use anonymised know-how, techniques, and residual knowledge.

Where Deliverables include open-source components, those components are licensed under their applicable open-source terms. The Supplier shall use reasonable efforts to identify material open-source use on request.

Site content, trademarks, and brand assets of VINED LTD remain Supplier property. The Client may not use the Supplier's branding without prior written consent except for factual statements of engagement.

10. Client Materials and Licences

The Client grants the Supplier a non-exclusive licence to use Client Materials solely to perform the Services. The Client warrants it has rights to provide Client Materials and that their use will not infringe third-party rights. The Supplier shall not acquire ownership of Client Materials.

11. Confidentiality

Each party shall keep the other party's Confidential Information confidential and use it only for the Agreement, protecting it with reasonable care. Exceptions include information that is public other than by breach, independently developed, rightfully received from a third party without duty, or required to be disclosed by law or regulation (with notice where lawful).

Confidentiality obligations survive for three (3) years after termination, and indefinitely for trade secrets while they remain trade secrets.

12. Data Protection

Each party shall comply with UK GDPR and the Data Protection Act 2018. Where the Supplier processes personal data as a processor on the Client's documented instructions, the parties shall enter a data processing addendum reflecting Article 28 requirements. The Privacy Policy describes Site-related processing. The Client remains controller of Client personal data unless otherwise agreed.

13. Security

The Supplier shall implement appropriate technical and organisational security measures proportionate to the Services. The Client remains responsible for its own environment security except where expressly in scope. Credentials must be exchanged through agreed secure channels and not through public website forms.

14. Non-Solicitation

During the Agreement and for six (6) months thereafter, neither party shall solicit employment of the other party's personnel who were materially involved in the Services, except via general advertising not targeted at such personnel. This clause does not restrict hiring where no solicitation occurred.

15. Warranties

Each party warrants it has capacity to enter the Agreement. The Supplier warrants Services will be performed with reasonable skill and care. Except as expressly stated, all other warranties are excluded to the fullest extent permitted by law, including implied warranties of merchantability and fitness for a particular purpose.

The Supplier does not warrant that software will be error-free or uninterrupted, that cybersecurity Services eliminate all risk, or that digital transformation outcomes will achieve specific commercial results unless expressly guaranteed in writing.

16. Indemnities

The Client shall indemnify the Supplier against claims arising from Client Materials, Client instructions, or Client breach of law or third-party rights, except to the extent caused by Supplier negligence or wilful misconduct.

The Supplier shall indemnify the Client against third-party claims that Supplier-created Deliverables (excluding Client Materials, third-party components, and open-source) infringe UK intellectual property rights, provided the Client gives prompt notice, reasonable cooperation, and sole control of defence. Remedies may include procurement of rights, modification, replacement, or termination of affected Services with a refund of fees prepaid for unused infringing portions.

17. Limitation of Liability

Nothing excludes liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law.

Subject to the foregoing, neither party shall be liable for indirect or consequential loss, loss of profits, revenue, goodwill, anticipated savings, or data (except to the extent data recovery is an express Deliverable).

Subject to the foregoing, the Supplier's aggregate liability under an Agreement shall not exceed the total fees paid or payable under that Agreement in the twelve (12) months preceding the claim. The Client is encouraged to maintain appropriate insurance.

18. Insurance

The Supplier shall maintain professional indemnity and public liability insurance at commercially reasonable levels for a United Kingdom IT consulting practice of its scale and shall provide evidence on reasonable request.

19. Term and Termination

An Agreement continues for the term stated or until completion of Services. Either party may terminate for material breach not cured within thirty (30) days of written notice, or immediately if the other party becomes insolvent as defined under English law.

The Supplier may terminate if fees remain unpaid after notice. Upon termination, the Client shall pay for Services performed and approved expenses. Provisions on IP, confidentiality, liability, and accrued payment survive.

20. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including extreme weather, epidemic, war, terrorism, government action, utility failure, or widespread internet infrastructure failure. The affected party shall notify the other and mitigate. If force majeure continues more than ninety (90) days, either party may terminate the affected Services without liability for such termination.

21. Subcontracting and Personnel

The Supplier may subcontract elements of Services provided it remains responsible for subcontractors' performance. The Supplier may replace personnel with reasonably equivalent capability.

22. Publicity

Neither party shall issue press releases about the engagement without prior written consent, except that the Supplier may list the Client's name and general service category in anonymised or approved portfolio materials if the Agreement permits.

23. Export Control and Sanctions

Each party shall comply with applicable UK export control and sanctions laws. The Client shall not require the Supplier to deliver Services to sanctioned parties or restricted jurisdictions without lawful authorisation.

24. Anti-Bribery and Modern Slavery

Each party shall comply with the Bribery Act 2010 and applicable modern slavery laws, maintain adequate procedures, and not engage in corrupt practices in connection with the Agreement.

25. Non-Exclusivity

Unless expressly agreed, engagements are non-exclusive. The Supplier may provide similar services to other clients, including competitors, provided Confidential Information is protected.

26. Notices

Formal notices shall be in writing and delivered by hand, tracked post, or email with confirmation to the addresses set out in the Agreement or to Suite 130 4 Montpelier Street, LONDON, SW7 1EE United Kingdom and contact@vined.mobi. Notices are deemed received on the date of delivery if by hand, two Working Days after posting inland UK, or on the next Working Day after email transmission if no bounce is received.

27. Assignment

Neither party may assign the Agreement without prior written consent, except the Supplier may assign to an affiliate or successor in connection with a corporate reorganisation, provided obligations are assumed.

28. Severability, Waiver and Variation

If any provision is invalid, remaining provisions continue. A waiver must be in writing and is not a continuing waiver. Variations must be in writing and signed or expressly accepted by both parties.

29. Entire Agreement

The Agreement constitutes the entire agreement for the Services and supersedes prior negotiations relating to its subject matter. Each party acknowledges it has not relied on representations not set out in the Agreement, except for fraudulent misrepresentations.

30. Governing Law and Dispute Resolution

These Conditions and any Agreement are governed by the laws of England and Wales. The parties shall attempt good-faith negotiation of disputes for twenty (20) Working Days before litigation. Subject to that, the courts of England and Wales have exclusive jurisdiction.

31. Third-Party Rights

Except as expressly stated, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

32. Relationship of the Parties

The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship. Neither party may bind the other except as expressly authorised.

33. Schedule A — IT Consulting Services Terms

IT consulting services include advisory analysis of computer systems design and related services, information estate assessment, operating model recommendations, and prioritisation of technology initiatives. Deliverables may include registers of recommendations, estimate panels, and presentation packs for stakeholders. Consulting advice is based on information available at the time and does not guarantee specific business outcomes. The Client remains responsible for decisions taken following advice.

Unless a statement of work modifies this schedule, the general Conditions on fees, IP, confidentiality, liability, and termination apply. The Client should ensure internal stakeholders understand that Site marketing descriptions are summarised and that the Agreement controls. For clarifications before signature, contact contact@vined.mobi or +44 7589 334422.

Assumptions commonly include timely Client feedback within five Working Days, availability of a single authorised decision-maker, provision of accurate inventories of systems, and lawful right to grant access. If assumptions fail, the Supplier may revise estimates through change control.

Dependencies may include third-party vendor response times, licence approvals, security review boards, and release freezes. The Supplier shall identify known dependencies at kickoff and update the Client when new dependencies emerge.

Out of scope items typically include hardware procurement, end-user device support, unrelated business process outsourcing, and legal representation, unless expressly included. The Client should not assume contiguous services are included without written confirmation.

34. Schedule B — Digital Transformation Services

Digital transformation services may include sequencing programmes of change across people, process, and technology. The Supplier assists with classification of initiatives and evidence frameworks. The Client retains accountability for organisational change management unless expressly included. Transformation roadmaps are planning instruments and require iterative validation.

35. Schedule C — SaaS and Cloud Software Platforms

Services relating to SaaS solutions and cloud software platforms may include architecture advisory, configuration, migration planning, and governance design. Cloud provider terms apply to underlying infrastructure. Availability commitments of cloud vendors are not Supplier warranties unless expressly re-sold with flow-down obligations documented.

36. Schedule D — Enterprise Software Solutions

Enterprise software solutions work may involve selection support, implementation oversight, integration design, and optimisation. Licence agreements with software publishers remain between the Client and the publisher unless the Supplier is expressly appointed to procure licences under a separate schedule.

37. Schedule E — Custom Computer Programming Services

Custom computer programming services are delivered against agreed requirements and acceptance criteria. Agile delivery may use iterative lots. The Client shall prioritise backlog items and provide timely feedback. Rework caused by late requirement changes is chargeable under change control.

38. Schedule F — Web Application Development

Web application development includes design, build, test, and deployment assistance for browser-based applications. Browser support matrices shall be agreed. Accessibility targets, if required, must be specified. Third-party libraries are subject to their licences.

39. Schedule G — Mobile Application Development

Mobile application development covers iOS, Android, or cross-platform approaches as specified. App store submission remains the Client's responsibility unless included. Store policies and review outcomes are outside Supplier control. Device fragmentation risks shall be managed through agreed test coverage.

40. Schedule H — Systems Integration Services

Systems integration services connect applications and data flows. Success depends on documentation quality of interfaces and availability of non-production environments. The Supplier is not liable for defects in third-party systems beyond its integration layer unless those systems are in scope for remediation.

41. Schedule I — API Development and Integration

API development and integration includes design of interfaces, authentication patterns, and contract testing as agreed. Breaking changes require versioning discipline. The Client shall not expose Supplier-developed APIs to abusive traffic without rate controls.

42. Schedule J — Database Development and Management

Database development and management may include modelling, migration, performance tuning, and operational guidance. The Client must maintain backups unless backup operations are expressly outsourced to the Supplier. Data quality issues originating in source systems may limit outcomes.

43. Schedule K — Cybersecurity Solutions

Cybersecurity solutions may include assessments, control design, remediation support, and awareness inputs. Security Services reduce risk but cannot eliminate it. Penetration testing requires written authorisation and defined rules of engagement. Findings are Confidential Information.

44. Schedule L — Application Licensing Services Advisory

Advisory support for application licensing services helps the Client understand licence metrics and compliance posture. The Supplier does not provide legal opinions on licence contracts unless separately engaged as part of a specialised scope with appropriate disclaimers. Audits by publishers remain outside Supplier control.

45. Schedule M — Digital Product Distribution Advisory

Advisory services related to digital product distribution may address release packaging, channel readiness, and operational checklists. Marketplace or store operator rules apply independently. The Supplier is not a payment intermediary for end-customer purchases unless expressly agreed in a separate regulated arrangement.

46. Schedule N — Software Publishers Support

Where the Client is a software publisher or publishing industry organisation, Services may support product engineering, platform modernisation, and information workflows. The Supplier does not acquire editorial control over Client publications. Content accuracy remains Client responsibility.

47. Prepackaged Software Programmes

Engagements involving prepackaged software focus on selection, configuration, integration, and operationalisation rather than rewriting vendor products. Vendor roadmaps may affect feasibility. The Supplier will highlight known constraints discovered during due diligence.

48. Discovery and Estimation Lots

Discovery phases may be sold as discrete lots to clarify starting conditions before committing to build estimates. Discovery outputs inform subsequent estimates but do not themselves constitute a fixed-price commitment for later phases unless expressly converted.

49. Evidence and Documentation Standards

Unless otherwise agreed, documentation is provided at a level suitable for knowledgeable technical stakeholders. Additional end-user training manuals, multilingual documentation, or extensive runbooks require explicit scope.

50. Environments and Access

The Client shall provide appropriate development, test, and production access. Shared credentials must be managed securely. The Supplier may refuse insecure access methods that create undue risk.

51. Service Levels and Support Windows

Unless a service level agreement is attached, Services are provided on a project or consultancy basis during UK business hours, Monday to Friday 09:00–17:30 excluding English public holidays. Emergency support, if required, must be priced and scoped separately. Response targets outside a formal SLA are aspirational.

This clause operates in conjunction with the core Conditions and any statement of work. If a conflict arises, the hierarchy in Section 2 applies. Parties should raise ambiguities before work begins to avoid disputes about scope and fees.

VINED LTD's presentation of Services on vined.mobi is intended to help Clients understand capabilities across software publishers support, custom development, integration, cybersecurity, and transformation. Marketing examples are illustrative and anonymised where appropriate and do not amend contractual risk allocations.