These Terms of Service ("Terms") are entered into by and between Right Advance Digital Ltd, a company incorporated in England and Wales ("Company", "we", "us", "our"), and the client engaging our services ("Client", "you", "your"). Our registered office is in the United Kingdom. Our website is located at rightadvancedigital.com and rightadvancedigital.co.uk.
Right Advance Digital Ltd provides custom software development, technical consultancy, product design, cloud and DevOps services, API integration, and legacy system modernisation (collectively, the "Services"). These Terms govern all engagements between the Company and the Client unless expressly superseded by a separate written agreement.
By signing a Statement of Work, submitting a purchase order, making payment, or otherwise engaging our Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
Each engagement shall be governed by a Statement of Work that details the project scope, deliverables, timeline, milestones, acceptance criteria, and fees. In the event of a conflict between these Terms and a Statement of Work, the Statement of Work shall prevail to the extent of the inconsistency.
Any changes to the scope, timeline, or deliverables set out in a Statement of Work must be agreed in writing by both parties through a formal change request process. The Company reserves the right to adjust fees and timelines to reflect approved changes.
The Client shall provide the Company with timely access to all information, systems, personnel, and resources reasonably necessary for the Company to perform the Services. The Client acknowledges that delays in fulfilling these obligations may impact project timelines and deliverables, and the Company shall not be liable for any resulting delays.
The Company may engage subcontractors to perform parts of the Services, provided that the Company remains responsible for the quality of work delivered and ensures that subcontractors are bound by confidentiality obligations no less stringent than those contained in these Terms.
Fees for the Services shall be as set out in the applicable Statement of Work. Unless otherwise specified, all fees are quoted exclusive of VAT (or equivalent sales tax) and any other applicable taxes, which shall be payable by the Client in addition to the fees.
Invoices shall be issued in accordance with the payment schedule set out in the relevant Statement of Work, or monthly in arrears where no schedule is specified. Payment is due within thirty (30) days of the invoice date unless otherwise agreed in writing. All payments shall be made in the currency specified in the Statement of Work.
If the Client fails to make any payment when due, the Company reserves the right to:
Any expenses incurred by the Company in connection with the performance of the Services (such as travel, accommodation, or third-party software licences) shall be reimbursable by the Client only if pre-approved in writing. The Company shall provide reasonable documentation of such expenses upon request.
Each party retains all rights, title, and interest in its pre-existing Intellectual Property. Nothing in these Terms transfers ownership of either party's pre-existing IP to the other party.
Subject to full payment of all fees due under the applicable Statement of Work, the Company hereby assigns to the Client all Intellectual Property rights in the bespoke Deliverables created specifically for the Client under that Statement of Work. This assignment shall take effect upon receipt of payment in full.
The Company retains all rights in its proprietary tools, frameworks, libraries, methodologies, and general know-how ("Company IP"), including any such materials incorporated into the Deliverables. The Company grants the Client a non-exclusive, perpetual, royalty-free, worldwide licence to use Company IP solely as embedded within the Deliverables for the Client's own business purposes.
Where Deliverables incorporate open-source software components, such components shall remain subject to their respective open-source licences. The Company shall identify all open-source components used and their applicable licences upon request.
Where the Client provides materials, data, or content for incorporation into the Deliverables, the Client warrants that it has all necessary rights, licences, and permissions to provide such materials and that their use will not infringe the rights of any third party.
Each party (the "Receiving Party") agrees to hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").
The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, and advisers who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (where legally permitted) and cooperates in any effort to obtain protective treatment.
The obligations of confidentiality shall survive termination of the Agreement and continue for a period of five (5) years from the date of disclosure, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
Both parties shall comply with all applicable data protection and privacy laws and regulations, including but not limited to the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, the EU General Data Protection Regulation (Regulation (EU) 2016/679) where applicable, and applicable US federal and state privacy laws including the California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), and any other applicable state privacy legislation. Right Advance Digital Ltd is registered with the UK Information Commissioner's Office (ICO) as a data controller under registration reference ZC102846.
To the extent that the Company processes Personal Data on behalf of the Client in the course of providing the Services, the Company shall act as a data processor and the Client shall act as the data controller (or equivalent roles under applicable law). The parties shall enter into a separate Data Processing Agreement ("DPA") that meets the requirements of applicable data protection laws.
Where Personal Data is transferred between jurisdictions, the parties shall ensure that appropriate safeguards are in place as required by applicable law, including the use of Standard Contractual Clauses (SCCs) approved by the European Commission or UK International Data Transfer Agreement (IDTA), the UK Addendum to the EU SCCs, or other legally recognised transfer mechanisms.
The Company shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, having regard to the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing.
In the event of a personal data breach (as defined under applicable data protection law), the Company shall notify the Client without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach, providing sufficient information to enable the Client to meet its own notification obligations.
The Company warrants that: (a) it will perform the Services with reasonable skill, care, and diligence in accordance with generally accepted industry standards; (b) the Deliverables will materially conform to the specifications set out in the applicable Statement of Work for a period of ninety (90) days following acceptance (the "Warranty Period"); and (c) it has the right to enter into these Terms and to perform its obligations hereunder.
If during the Warranty Period a Deliverable fails to conform materially to its specifications, the Company shall, at its own expense, use reasonable commercial efforts to correct the non-conformity. This constitutes the Client's sole and exclusive remedy for breach of the warranty in Section 7.1(b).
Subject to Section 8.3, the Company's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), misrepresentation, restitution, under statute, or otherwise, shall not exceed the total fees paid or payable by the Client under the relevant Statement of Work in the twelve (12) months immediately preceding the event giving rise to the claim.
Subject to Section 8.3, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or anticipated savings, whether or not such losses were foreseeable or the party had been advised of the possibility of such losses.
Nothing in these Terms excludes or limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law; or (d) breach of confidentiality obligations under Section 5 or data protection obligations under Section 6, up to a maximum of two (2) times the aggregate cap set out in Section 8.1.
To the fullest extent permitted by applicable US federal and state law, and notwithstanding any state consumer protection statute, the limitations and exclusions of liability set out in this Section 8 shall apply. Where any applicable US state law does not allow the exclusion or limitation of certain categories of damages, the Company's liability shall be limited to the minimum extent permitted by such law.
The Company shall defend, indemnify, and hold harmless the Client and its officers, directors, and employees from and against any third-party claim, action, or proceeding alleging that the Deliverables (excluding any Client-provided materials) infringe the Intellectual Property rights of a third party, and shall pay any damages, costs, and expenses (including reasonable legal fees) finally awarded or agreed in settlement. The Company maintains professional indemnity insurance appropriate to the nature and scale of services provided to support these obligations.
The Client shall defend, indemnify, and hold harmless the Company and its officers, directors, and employees from and against any third-party claim, action, or proceeding arising from: (a) the Client's use of the Deliverables in a manner not contemplated by the Agreement; (b) the Client-provided materials; or (c) the Client's breach of these Terms.
The indemnifying party's obligations are conditioned on: (a) prompt written notice of the claim; (b) sole control of the defence and any settlement negotiations; and (c) reasonable cooperation from the indemnified party at the indemnifying party's expense.
These Terms shall commence on the date of the Client's acceptance and shall continue in effect until all Statements of Work have been completed or terminated, unless earlier terminated in accordance with this Section 10.
Either party may terminate the Agreement or any Statement of Work by providing thirty (30) days' prior written notice to the other party. In the event of termination for convenience by the Client, the Client shall pay for all Services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments made by the Company.
Either party may terminate the Agreement or any Statement of Work immediately upon written notice if the other party: (a) commits a material breach of these Terms that is incapable of remedy; (b) commits a material breach that is capable of remedy and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach; or (c) becomes insolvent, enters administration, makes an arrangement with its creditors, or is subject to any analogous event under the laws of any jurisdiction.
Upon termination: (a) the Company shall deliver to the Client all completed and partially completed Deliverables for which payment has been made; (b) each party shall return or destroy the other party's Confidential Information upon request; and (c) all provisions that by their nature should survive termination shall survive, including Sections 4, 5, 6, 7.3, 8, 9, 11, 12, 13, and 14.
In the event of any dispute, controversy, or claim arising out of or relating to the Agreement, the parties shall first attempt to resolve the matter through good faith negotiation between senior representatives of each party for a period of not less than thirty (30) days.
If the dispute cannot be resolved through negotiation, either party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in accordance with CEDR's mediation procedure. The costs of mediation shall be shared equally between the parties.
If the dispute is not resolved through mediation within sixty (60) days of the mediation request, either party may commence legal proceedings in accordance with Section 12.
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Subject to Section 11, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.
Where the Client is based in the European Union or the United States, the parties acknowledge that mandatory consumer protection laws of the Client's jurisdiction may apply in addition to English law. Nothing in these Terms shall be construed to deprive such Clients of the protection afforded by the mandatory provisions of their local laws that cannot be derogated from by agreement.
Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, government actions, power failures, internet disruptions, or cyberattacks (a "Force Majeure Event"). The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected Statement of Work upon written notice.
These Terms, together with any Statements of Work and Data Processing Agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether written or oral.
No amendment to these Terms shall be effective unless made in writing and signed by authorised representatives of both parties. The Company reserves the right to update these Terms from time to time by publishing the revised version on its website. Continued engagement of Services following notification of material changes constitutes acceptance of the revised Terms.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.
No failure or delay by either party in exercising any right, power, or remedy under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
Neither party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other party, except that either party may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.
Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
All notices under the Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by recorded delivery post, or sent by email with confirmation of receipt, to the addresses specified in the applicable Statement of Work or such other address as a party may notify the other in writing.
Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act. Neither party shall offer, promise, give, or accept any bribe or other improper advantage in connection with the Agreement.
The Company is committed to ensuring that there is no modern slavery or human trafficking in its supply chains or in any part of its business. The Company shall comply with the Modern Slavery Act 2015 and expects the same commitment from the Client.
The Company shall use reasonable efforts to ensure that Deliverables comply with applicable accessibility requirements, including the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA where applicable, and relevant provisions of the European Accessibility Act and the Americans with Disabilities Act (ADA).
Both parties shall comply with all applicable export control laws and regulations, including those of the United Kingdom, the European Union, and the United States. Neither party shall export, re-export, or transfer any Deliverables or technical data in violation of such laws.
The Company maintains professional indemnity insurance appropriate to the nature, scale, and scope of the Services provided. This insurance is kept in force for the duration of all active engagements and for a reasonable period thereafter.
The Company maintains public and products liability insurance appropriate to its business activities.
Details of insurance coverage, including confirmation of current cover levels, are available on request to Clients with an active or prospective engagement. Requests should be directed to hello@rightadvancedigital.com.
For questions about these Terms of Service, please contact us at:
Right Advance Digital Ltd
Website: rightadvancedigital.com
Email: hello@rightadvancedigital.com
© 2026 Right Advance Digital Ltd. All rights reserved.
Company registered in England and Wales.