In these Terms and Conditions, the following definitions apply:
Daylight Solutions Limited provides professional technology services including, but not limited to:
The specific scope of Services provided to the Client will be set out in a Statement of Work, proposal, or written agreement between the parties.
The Company reserves the right to subcontract any part of the Services to suitably qualified third parties, provided that the Company remains responsible for the quality and delivery of all Deliverables.
An engagement is formed when the Client accepts a proposal, signs a Statement of Work, or otherwise provides written confirmation of instruction. Verbal instructions may be accepted in time-sensitive situations but must be confirmed in writing within 48 hours.
Any changes to the agreed scope of work must be submitted in writing. The Company will assess the impact on timelines and fees and issue a change request. Work on out-of-scope items will not commence until the change request is agreed in writing by both parties.
The Client agrees to:
Delays caused by the Client's failure to fulfil these obligations may result in revised timelines and additional fees, for which the Company will not be liable.
Fees are as set out in the applicable Statement of Work or proposal. Unless otherwise agreed in writing, all fees are quoted exclusive of VAT, which will be charged at the applicable rate.
Invoices will be issued in accordance with the payment schedule set out in the SOW. Where no schedule is specified, invoices will be raised monthly in arrears or at project completion, as appropriate.
Payment is due within 14 days of the invoice date unless otherwise agreed in writing. Payments must be made in pounds sterling (GBP) by bank transfer to the account details stated on the invoice.
Without prejudice to any other rights, the Company reserves the right to charge interest on overdue invoices at the rate of 8% per annum above the Bank of England base rate, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998. The Company may also suspend Services until outstanding payments are settled.
Reasonable out-of-pocket expenses incurred in the delivery of Services (including travel, accommodation, and third-party software costs) will be charged to the Client at cost, provided they are pre-approved in writing.
All intellectual property rights in materials, data, and content provided by the Client ("Client Materials") remain the property of the Client. The Client grants the Company a non-exclusive licence to use Client Materials solely for the purpose of delivering the Services.
Upon receipt of full payment, the Company assigns to the Client all intellectual property rights in the bespoke Deliverables created specifically for the Client under the relevant SOW, to the extent such rights are capable of assignment.
The Company retains all rights in pre-existing tools, frameworks, methodologies, libraries, know-how, and code ("Background IP") used in delivering the Services. Where Deliverables incorporate Background IP, the Company grants the Client a perpetual, royalty-free, non-exclusive licence to use that Background IP solely as incorporated within the Deliverables.
Where Deliverables incorporate open-source or third-party software, such components are subject to their respective licences, which the Client is responsible for complying with.
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services ("Confidential Information") and to use such information only for the purposes of the engagement.
This obligation does not apply to information that:
This confidentiality obligation shall survive termination of the engagement for a period of three (3) years.
Nothing in these Terms excludes or limits the Company's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
Subject to clause 7.1, the Company's total aggregate liability to the Client arising out of or in connection with any engagement (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the total fees paid by the Client to the Company in the three (3) months preceding the event giving rise to the claim.
The Company shall not be liable for any indirect, incidental, special, or consequential loss or damage, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.
The Company is not liable for the actions, failures, or outages of third-party services (including payment providers, cloud platforms, or APIs) that are outside the Company's reasonable control.
The Company warrants that:
The Company does not warrant that Deliverables will be entirely error-free or that operation will be uninterrupted. The Client's exclusive remedy for a breach of this warranty is re-performance of the relevant Services at no additional charge.
Except as expressly set out in these Terms, all warranties, conditions, and representations (whether express or implied by statute, common law, or otherwise) are excluded to the fullest extent permitted by law.
Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Where the Company processes personal data on behalf of the Client in the course of delivering the Services, the Client acts as data controller and the Company as data processor. The parties shall, if required, enter into a Data Processing Agreement setting out the terms of such processing.
For information on how the Company collects and uses personal data on its own behalf, please refer to our Privacy Policy.
Either party may terminate an engagement by giving 30 days' written notice. The Client shall pay for all Services rendered up to the effective date of termination, plus any reasonable committed costs or expenses.
Either party may terminate an engagement immediately by written notice if the other party:
Upon termination, all outstanding fees become immediately payable. Clauses relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive termination.
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.
The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
Before initiating formal proceedings, the parties agree to attempt resolution of any dispute through good-faith negotiation for a period of at least 30 days from written notice of the dispute.
For any questions relating to these Terms and Conditions, please contact us: