Terms of Business.

These terms apply to every paid job we agree with you. The proposal and statement of work (or, for a catalogue clean-up, the catalogue proposal) say what we will do and for how much; these terms say how. Version 1.1, 26 October 2026.

1. Who we are. Clarke Systems Group is the trading name of Alex Clarke, a sole trader in the United Kingdom, of 49 Station Road, Polegate, East Sussex, BN26 6EA, United Kingdom, [email protected] ("we", "us"). "You" means the business named in the proposal.

2. Businesses only. We work only with businesses. By signing or accepting, you confirm you are acting for a business and have authority to bind it.

3. The contract. These terms apply to every paid job we do for you, including catalogue clean-ups, which also follow the catalogue schedule below. For a catalogue clean-up, the catalogue proposal takes the place of the proposal and statement of work. The contract is: the accepted proposal and statement of work (or catalogue proposal), these terms with their catalogue schedule, and the data protection schedule. If they conflict, the data protection schedule wins on anything about personal data; otherwise the statement of work (or catalogue proposal) wins, then these terms. Anything not written in them is not part of the contract.

4. What we do. We will do the work in the statement of work with reasonable skill and care, by suitably skilled people. Anyone we bring in to help is a self-employed contractor working under written confidentiality terms, and we remain responsible for their work. We aim to meet the dates in the statement of work, but they are targets, not guarantees, unless it says otherwise.

5. What you do. You give us what the statement of work asks for, on time, and you make sure we are allowed to access and use the systems, data and material you give us. You are responsible for the accuracy of your own data and for decisions you make using the system. You will make good our losses from a claim by someone else caused by data, material or instructions you gave us.

6. Access and security. We use accounts created for the project, not your staff's logins. We access only what the project needs, use two-step verification, and give access back or have it removed at handover. Tell us at once if you think access has been misused.

7. Price and payment. Prices are fixed as in the statement of work. Invoices are due within 14 days. VAT is not charged while we are not VAT-registered; if that changes, we will tell you before the next invoice. On late payment we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and, after 7 days' written notice, pause the work. We may withhold handover and pause support while an invoice is more than 14 days overdue.

8. Changes. Changes to scope, price or dates are agreed in writing (email is fine) before the work is done.

9. Free fixes. For 30 days after go-live, we fix free of charge any fault where the system doesn't do what the statement of work says. This doesn't cover faults caused by changes to your other systems, your data, or anyone else's changes to what we built. Where part of the system uses AI, the statement of work sets the accuracy figure it was accepted at, measured on your data; individual wrong answers within that figure are expected and are not faults, and a measured fall below it is.

10. Ownership. On final payment, we assign to you all intellectual property rights in the code, documents and accounts we created specifically for you (by present assignment of future rights), and we hand them over. We keep our general tools, libraries, templates and know-how ("our tools"), which we may reuse for others; you get a lasting, non-exclusive, royalty-free licence to use and change our tools as part of your system. Open-source parts stay under their own licences, which we list in the documentation. Until final payment, you may use what we deliver under a licence that ends if the contract ends unpaid.

11. Third-party services. Your system may use services owned by others (for example Shopify, Xero, Google or AI model providers). Their terms and charges apply and are yours to accept and pay, unless the statement of work says otherwise. We are not responsible for their changes or outages, but we will help you work around them.

12. Confidentiality. Each side keeps the other's confidential information private and uses it only for the project, during the contract and for 5 years after. Confidential information means information marked confidential or that a reasonable person would treat as confidential. If you have sent us an NDA, it continues alongside this clause. This doesn't cover information that is public, already known, or required by law to be disclosed.

13. Data protection. Where we handle personal data for you, we do so as your processor under the data protection schedule.

14. Liability.

14.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow to be limited.

14.2 Subject to 14.1, neither side is liable for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.

14.3 Where data is lost or corrupted through our fault, our responsibility is to restore it from the backups and run records this contract requires us to keep, at our cost; beyond that, loss of data is treated like any other loss under this clause.

14.4 Subject to 14.1, our total liability, in contract, tort (including negligence), misrepresentation or otherwise, is limited to the fees paid and payable under the statement of work (or catalogue proposal) the claim arises under; for support, to the fees paid and payable in the 12 months before the claim.(if needed: delete this sentence if not held)*.

14.5 Nothing in this clause limits your duty to pay our fees.

15. Ending the contract. You can end a project at any time by telling us in writing. You then pay for the work done up to that date, valued pro rata to the fixed price, and any third-party costs we have committed to for you, and never less than the deposit; we hand over what has been built once that is paid. The deposit pays for the scoping, planning and the time we reserve for your project, which we turn other work away to keep. Either side can end the contract at once if the other materially breaches it and doesn't put it right within 14 days of written notice, or becomes insolvent. The last sentence of clause 5, and clauses 10 to 14, 16, 18, 19 and 20, continue after the contract ends.

16. Refunds. If we fail to deliver what the statement of work says and can't put it right within 30 days of your written notice, we refund what you have paid for the part not delivered.

17. Events beyond control. Neither side is liable for delay caused by events outside its reasonable control, but this never excuses paying money that is due. If such an event lasts more than 30 days, either side may end the project, and clause 15 applies.

18. General. Neither side may transfer the contract without the other's written agreement. Notices go to the email addresses in the proposal. Our address for service of documents is our business address in clause 1. If part of these terms is found invalid, the rest still applies. Only you and we have rights under this contract; the Contracts (Rights of Third Parties) Act 1999 does not apply. It is the entire agreement for the project. Estimates in the proposal (for example time saved) are our honest estimates from what you told us, not promises. Each side confirms it has not relied on any statement that is not written in the contract. This does not limit liability for fraud.

19. Measured results. While a system we built runs, it records counts and timings of its own runs, never your records. We use them to send you a monthly results report, keep them for the contract and for as long as any published figure relies on them, and may combine them with other clients' figures, anonymised so that no client can be identified. We publish nothing about you, named or not, without your written approval of the exact text.

20. Law. The law of England and Wales governs the contract, and the courts of England and Wales have exclusive jurisdiction.

This schedule applies to catalogue clean-ups (work on the product data of your online store).

(a) Nothing in your catalogue is changed until you approve it in writing; you may approve row by row.

(b) Before any change we take a full export of the values we will change, and every change is logged with its old value; for 90 days we will reverse any change on request, free of charge.

(c) We skip any product your team has edited since our backup.

(d) You remain responsible for your store, its settings and anything not in the approved change list, and for keeping your own backups.

(e) Our liability for catalogue work is limited as in clause 14; reversing a change under (b) is the first remedy for any change that proves wrong.

(f) We use the access you give us (a private app limited to product data, or your exports) only for this work, and you can remove it at any time.

This schedule applies when we handle personal data for you. You are the controller and we are your processor, under Article 28 of the UK GDPR.

What we do with the data, whose data it is, where it is held, the sub-processors and any AI models used are set out for each project in its proposal.

1. Instructions. We process the data only on your documented instructions, which are the statement of work and anything you confirm in writing. If we think an instruction breaks data protection law, we will tell you straight away. If the law requires us to process the data in another way, we will tell you before we do, unless the law forbids that. As controller, you decide the purposes and lawful basis for the processing and make sure you are allowed to give us the data.
2. People. Everyone who handles the data is bound by confidentiality.
3. Security. We keep appropriate technical and organisational measures in place, including two-step verification, encryption in transit, and access limited to the people who need it.
4. Sub-processors. We use only the sub-processors listed in your proposal, or others you approve in writing. We put the same obligations on them and remain responsible for them.
5. Transfers. We don't move the data outside the UK unless your proposal says so and a lawful safeguard is in place (an adequacy regulation, the International Data Transfer Agreement, or the UK Addendum).
6. Helping you. We help you, at no extra cost for reasonable requests, to answer people exercising their rights, and with security, breach notification, impact assessments and consultation with the Information Commission (the UK regulator, formerly the Information Commissioner, still known as the ICO).
7. Breaches. We tell you without undue delay, and within 48 hours of becoming aware, of any personal data breach affecting your data, with the details we have.
8. End of the project. At the end, we delete or return the data, as you choose, and delete our copies within 30 days, unless the law requires us to keep them.
9. Decisions about people. We don't build anything that makes decisions about people with legal or similarly significant effects (for example on credit, hiring, pay or eligibility) without a person making the final decision, unless the statement of work sets out the safeguards the law requires.
10. Audits. We give you the information you reasonably need to show we meet this schedule, and allow reasonable audits, by you or an auditor you appoint, with 30 days' notice, no more than once a year unless there has been a breach. We may first answer a written questionnaire; an audit follows if that doesn't settle the question.