Terms and Conditions

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Important: These terms are intended as a starting point and general reference. Specific engagements will be governed by a separate statement of work or contract agreed between Reignites Ltd and the client. In the event of any conflict, the specific engagement contract takes precedence. These terms should be reviewed by a solicitor before being relied upon in a formal dispute.

1. About us

These terms and conditions apply to Reignites Ltd, a company registered in England and Wales.

Company name: Reignites Ltd

Company number: 17113009

Registered office: 25-29 Sandy Way, Yeadon, Leeds, West Yorkshire, LS19 7EW, United Kingdom.

Contact: [email protected]

2. Definitions

In these terms:

  • "We", "us", "our" means Reignites Ltd.
  • "You", "your", "the client" means the individual or organisation engaging our services.
  • "Services" means the product leadership, consultancy or related services described in an engagement proposal or statement of work.
  • "Engagement" means the agreed period and scope of work set out in a proposal, statement of work, purchase order or other written agreement.
  • "Deliverables" means any documents, outputs, or materials produced by us in the course of an engagement.

3. Basis of engagement

All engagements are governed by a written proposal or statement of work agreed between us and the client before work commences. These terms and conditions form part of, and are incorporated into, any such agreement.

No engagement will commence until both parties have confirmed the scope, rate and start date in writing. Email confirmation is sufficient.

We reserve the right to decline any engagement without providing a reason.

4. Fees and payment

Day rates

Unless otherwise agreed in writing, our services are charged at a day rate set out in the relevant engagement proposal. A standard working day is defined as eight hours. Partial days are charged pro-rata unless otherwise agreed.

Invoicing

Invoices will be issued weekly, fortnightly or monthly as agreed at the start of the engagement. Each invoice will set out the number of days worked, the applicable day rate, and the total amount due.

Payment terms

Payment is due within 30 days of the invoice date. All amounts are stated exclusive of VAT unless otherwise specified. VAT will be charged at the prevailing rate where applicable.

Late payment

We reserve the right to charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 at a rate of 8% above the Bank of England base rate. We also reserve the right to suspend services where invoices remain unpaid beyond 14 days after the due date.

Expenses

Reasonable expenses incurred in the course of an engagement (such as travel, accommodation, or software required for the project) will be recharged at cost and itemised on invoices. Expenses above £100 will be agreed with the client in advance.

5. Intellectual property

Client ownership of deliverables

Subject to full payment of all fees due, intellectual property rights in deliverables created specifically for the client during an engagement will be assigned to the client upon payment in full.

Our background IP

Any tools, templates, methodologies, frameworks or materials that we bring to an engagement and which were developed independently of the client remain our intellectual property. We grant the client a non-exclusive, royalty-free licence to use such materials for their own internal purposes.

Open source

Where deliverables incorporate open-source software, the relevant open-source licences apply to those components. We will notify the client of any such components where material.

6. Confidentiality

Both parties agree to keep confidential any information received from the other that is marked as confidential or that a reasonable person would consider to be confidential in nature. This obligation does not apply to information that:

  • is or becomes publicly available through no fault of the receiving party;
  • was already known to the receiving party before disclosure;
  • is required to be disclosed by law or a regulatory authority.

This obligation of confidentiality survives the termination of any engagement.

7. IR35 and employment status

We provide services as an independent contractor through Reignites Ltd. Nothing in these terms or any engagement creates an employment relationship, partnership, or agency between us and the client.

Where the client is a medium or large private sector organisation or a public sector body, it is the client's responsibility to carry out an appropriate IR35 status determination in accordance with the off-payroll working rules and to provide us with a Status Determination Statement (SDS) before the engagement commences.

8. Limitation of liability

To the fullest extent permitted by law:

  • Our total liability to you in connection with any engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid by you to us in the three months immediately preceding the event giving rise to the claim.
  • We will not be liable for any indirect, consequential, special or incidental loss, including loss of profits, loss of revenue, loss of data, or loss of business opportunity.

Nothing in these terms limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.

9. Termination

Either party may terminate an engagement by giving notice in writing. The notice period will be as agreed in the engagement proposal. Where no notice period is specified, a minimum of ten working days' written notice applies.

We may terminate an engagement immediately, without notice, if the client fails to pay invoices within 14 days of the due date, or if the client acts in a manner that we reasonably consider to be abusive, discriminatory or unlawful.

On termination, all fees due for work completed up to the termination date remain payable within the standard 30-day payment term.

10. Governing law and disputes

These terms and any engagement governed by them are subject to the laws of England and Wales. Any dispute arising in connection with these terms or an engagement will be subject to the exclusive jurisdiction of the courts of England and Wales.

Before commencing formal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct negotiation.

11. Changes to these terms

We may update these terms from time to time. The version in force at the time an engagement commences will govern that engagement. We will give reasonable notice of material changes to clients with active engagements.

12. Contact

Questions about these terms should be directed to [email protected].