Terms of Service
Last updated: July 2026
These terms govern the provision of consultancy services by Ashdown Systems Ltd to clients. By engaging our services, you agree to these terms. If you have any questions, please contact us at hello@ashdownsystems.co.uk before work commences.
About us
Ashdown Systems Ltd is a company registered in England and Wales (Company No. 17262544), with its principal place of business in West Sussex, United Kingdom. References to “we”, “us”, or “our” in these terms refer to Ashdown Systems Ltd.
Ashdown Systems Ltd is an independent consultancy/contractor. Nothing in these Terms creates an implied employment, partnership, or agency relationship.
Services
Ashdown Systems Ltd provides technology consultancy services including Solution Architecture and related services.
The specific scope of services for each engagement will be agreed in writing before work begins, either through a statement of work, proposal, or exchange of emails.
Starting an engagement
An engagement begins when both parties have agreed the scope, rate, and expected duration in writing.
We may decline a proposed engagement before acceptance at our discretion. We may require a signed statement of work or purchase order before commencing work, particularly for larger or longer engagements.
Subcontractors
We may engage suitably qualified subcontractors to assist in delivering the services and remain responsible for their work.
Any subcontractor costs requiring separate client funding will be agreed in writing in advance.
Non-solicitation
The client shall not directly or indirectly solicit, recruit, engage, or attempt to recruit or engage any employee, associate, subcontractor, or consultant of Ashdown Systems Ltd during the engagement and for a period of six months thereafter.
Fees and payment
Our fees are agreed on a per-engagement basis and set out in the relevant proposal or statement of work.
Unless otherwise agreed, invoices are issued monthly in arrears or upon completion of a defined milestone.
Payment is due within 14 days of the invoice date. We reserve the right to charge interest on overdue invoices at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Expenses
Reasonable expenses incurred in the delivery of services — such as travel, accommodation, and third-party software or tooling required for the engagement — will be charged at cost and itemised on invoices.
We will seek prior approval for any individual expense exceeding £100.
Confidentiality
We treat all client information as confidential. We will not disclose your business information, technical details, or data to third parties without your consent, except where required by law.
This obligation continues after the engagement ends. We ask that you treat any proprietary methodologies, tools, or materials we share with you as confidential in return.
Please see our Privacy Policy for more information
Data Protection / UK GDPR
Each party shall comply with applicable UK data protection legislation. Unless otherwise agreed, Ashdown Systems Ltd acts as an independent controller in relation to its business operations and does not process personal data on behalf of the client except as expressly agreed.
Please see our Privacy Policy for more information
Intellectual property
Unless otherwise agreed in writing, intellectual property in deliverables created specifically for your engagement transfers to you upon receipt of full payment.
The client receives a perpetual, worldwide licence to use any retained methodologies, frameworks, templates, or tools embedded within deliverables to the extent necessary to use those deliverables.
We retain ownership of any pre-existing tools, frameworks, methodologies, or general know-how that we bring to the engagement.
We may reference the general nature of our work together — without disclosing confidential details — for the purposes of describing our experience to prospective clients, unless you ask us not to.
Client Responsibilities
To facilitate delivery of the services, the Client shall:
- Provide timely access to personnel, systems, information, and facilities reasonably required for the engagement
- Ensure that information supplied is accurate and complete
- Obtain any necessary third-party permissions, licences, or approvals.
Deliverable Acceptance
Deliverables shall be deemed accepted unless the client notifies us in writing of any material non-conformance within 10 business days of delivery, providing reasonable details of the issue. We shall be given a reasonable opportunity to remedy any verified non-conformance.
Limitation of liability
Our total liability to you in connection with any engagement, whether in contract, tort, or otherwise, is limited to the greater of (a) fees paid under the engagement or (b) £20,000.
We are not liable for indirect, consequential, or special losses, loss of profit, loss of data, or loss of business opportunity.
Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including cyber incidents, cloud provider outages, internet failures, acts of government, strikes, labour disputes, natural disasters, or interruptions to utilities or telecommunications services.
Warranties
We warrant that we will perform services with reasonable skill and care.
We do not warrant that our advice will produce any particular business outcome, as results depend on factors outside our control including your implementation decisions, third-party systems, and market conditions.
All other warranties, express or implied, are excluded to the fullest extent permitted by law.
Termination
Either party may terminate an engagement by giving 30 days’ written notice, unless a different notice period is specified in the statement of work.
Where services are provided on a fixed-price basis, the Client shall remain liable for committed third-party costs and work performed up to the termination date.
On termination, you will pay for all work completed up to the termination date. We may terminate immediately if you fail to pay an invoice within 60 days of the due date, or if you act in a way that makes continued engagement untenable.
Entire Agreement
These terms, together with any applicable statement of work, proposal, or written agreement, constitute the entire agreement between the parties relating to the services.
Governing law
These terms and any engagement governed by them are subject to the laws of England and Wales.
Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
Neither party shall disclose the existence or terms of any dispute arising under these Terms except where required by law.
Changes to these terms
We may update these terms from time to time.
The version in force at the start of an engagement applies to that engagement. We will notify you of material changes before they take effect for any ongoing work.
Questions
If you have any questions about these terms, please contact us at hello@ashdownsystems.co.uk