Terms &
Conditions

Last updated: 1 January 2025

1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply unless the context otherwise requires:

"Agreement" means the engagement letter, statement of work, proposal, or other written document executed by the parties incorporating these Terms and Conditions, together with these Terms and Conditions and any schedules, annexures, or appendices attached or incorporated by reference.

"Client" means the company, organisation, or individual named in the Agreement as the recipient of Services.

"Confidential Information" means all information, data, documentation, know-how, processes, specifications, plans, software, financial information, and business data disclosed by one party to the other in connection with the Agreement, whether disclosed in writing, orally, electronically, or by any other means, and whether or not marked as confidential.

"Deliverables" means all documents, reports, analysis, software, code, designs, plans, data outputs, and other tangible materials produced by STOCKSNAP LTD specifically for the Client pursuant to the Agreement.

"Engagement" means the specific consulting or technology services project or programme described in the Agreement.

"Fees" means the amounts payable by the Client to STOCKSNAP LTD for the performance of the Services, as set out in the Agreement.

"Intellectual Property Rights" means all patents, trade marks, service marks, trade names, domain names, copyright, design rights, database rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for and be granted, renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future.

"Pre-Existing Materials" means all materials, tools, frameworks, methodologies, processes, templates, and Intellectual Property Rights owned or licensed by STOCKSNAP LTD prior to the commencement of the Engagement, or developed independently of the Engagement.

"Services" means the technology strategy consulting, software development, cloud computing, cybersecurity, data analytics, artificial intelligence, systems integration, DevOps, digital transformation, and other professional services to be provided by STOCKSNAP LTD to the Client as described in the Agreement.

"STOCKSNAP LTD" means STOCKSNAP LTD, a company registered in Scotland, whose principal place of business is 2/1 51 Fergus Drive, Glasgow, G20 6AQ, United Kingdom.

"Statement of Work" or "SOW" means the document or section of the Agreement that specifies the scope, deliverables, timeline, fees, and other particulars of a specific Engagement.

References to a "party" mean either STOCKSNAP LTD or the Client, and "parties" means both. References to statutes or statutory provisions include any amendment, re-enactment, or successor legislation. Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. "Including" means "including without limitation." References to days mean calendar days unless specified otherwise.

2. Application of These Terms

These Terms and Conditions apply to all Services provided by STOCKSNAP LTD to the Client and form the basis of the contractual relationship between the parties. These terms shall prevail over any terms or conditions of the Client, whether contained in a purchase order, framework agreement, or any other document purporting to govern the provision of services, unless STOCKSNAP LTD has expressly agreed in writing to vary or exclude specific provisions of these terms.

Where there is any conflict or inconsistency between a specific Statement of Work and these Terms and Conditions, the Statement of Work shall prevail to the extent of the inconsistency, but only in respect of the specific Engagement to which that Statement of Work relates. These Terms and Conditions shall otherwise remain in full force and effect.

These terms may be updated by STOCKSNAP LTD from time to time. The version of these terms in effect at the time a Statement of Work is executed shall govern that Engagement unless the parties otherwise agree in writing. Updated terms will be published at stocksnap.work.

3. Engagement Formation

A legally binding Engagement is formed when STOCKSNAP LTD issues a written proposal, statement of work, or engagement letter to the Client and the Client provides written acceptance of that document, whether by signature, electronic confirmation, purchase order referencing the proposal, or commencement of receipt of the Services.

Prior to the formation of an Engagement, any discussions, meetings, presentations, or preliminary assessments carried out by STOCKSNAP LTD are provided without commitment and do not constitute representations on which the Client may rely unless expressly confirmed in a signed Agreement. Verbal agreements are not binding unless confirmed in writing within five business days by STOCKSNAP LTD.

STOCKSNAP LTD reserves the right to decline any brief, proposal request, or engagement at its sole discretion without being required to provide reasons for doing so. The submission of a brief through our website or by other means does not in itself create any legal obligation on STOCKSNAP LTD to accept an engagement or provide services.

Where a Client is an individual acting in the course of a business, the Consumer Rights Act 2015 does not apply to the Agreement. Statutory protections applicable to consumers are not extended to business clients. STOCKSNAP LTD does not provide services to individual consumers in a personal capacity.

4. Scope of Services

STOCKSNAP LTD shall provide the Services described in the applicable Statement of Work with reasonable skill and care, in accordance with professional standards applicable to technology strategy consulting in the United Kingdom, and in compliance with all applicable laws and regulations.

The Services are limited to those expressly described in the Statement of Work. STOCKSNAP LTD has no obligation to provide services, outputs, or deliverables not specified in the Statement of Work unless agreed through the change control process set out in Clause 5.

STOCKSNAP LTD may in its discretion deliver Services through the use of personnel from its specialist practitioner network, provided that all such persons are managed and supervised by STOCKSNAP LTD and are bound by confidentiality obligations consistent with those set out in these terms. The engagement of specialist practitioners does not transfer any direct contractual relationship between those practitioners and the Client.

Where the provision of Services requires input, access, decisions, or approvals from the Client, STOCKSNAP LTD's obligations to deliver within agreed timelines are conditional upon the Client providing such input, access, decisions, or approvals promptly and in accordance with the timeline set out in the Statement of Work. STOCKSNAP LTD shall not be liable for delays caused by the Client's failure to fulfil its obligations under Clause 6.

Where STOCKSNAP LTD determines that the delivery of Services requires any change to the agreed approach, methodology, or technical solution due to circumstances identified during the course of the Engagement that were not reasonably foreseeable at the time of scoping, STOCKSNAP LTD shall notify the Client in writing and propose a course of action. Any adjustment to fees, timelines, or scope resulting from such circumstances shall be subject to the change control process under Clause 5.

5. Change Control

Any proposed change to the scope, deliverables, timeline, or fees set out in a Statement of Work must be submitted as a written change request. Either party may submit a change request, but no change shall take effect unless and until it has been documented in a signed change order executed by authorised representatives of both parties.

Upon receiving a change request from the Client, STOCKSNAP LTD shall assess the impact of the proposed change on scope, timeline, and fees, and shall provide a written impact assessment to the Client within a reasonable period, typically five to ten business days depending on the complexity of the change.

STOCKSNAP LTD reserves the right to decline to implement any change that would, in its professional judgement, compromise the quality, coherence, or technical integrity of the Deliverables, provided that such refusal is accompanied by a written explanation and, where appropriate, an alternative proposal.

Work performed by STOCKSNAP LTD at the verbal or informal request of the Client, where a formal change order has not been executed, shall be treated as a variation and billed at STOCKSNAP LTD's standard day rate or at a rate agreed at the time of the request. The Client's receipt of work performed under an informal variation without objection constitutes acceptance of the associated charges.

6. Client Obligations

The Client shall cooperate fully with STOCKSNAP LTD in the performance of the Services and shall, at its own expense and without unreasonable delay, provide STOCKSNAP LTD with all information, documentation, data, systems access, approvals, decisions, and resources reasonably required to enable STOCKSNAP LTD to perform the Services to the agreed standard and within the agreed timeline.

The Client shall designate a named individual as the primary point of contact for the Engagement and shall ensure that this individual has sufficient authority and availability to provide the approvals and decisions required during the course of the work. Where a decision requires escalation within the Client's organisation, the Client shall ensure that the escalation process does not cause unreasonable delay to the Engagement timeline.

The Client shall ensure that all information provided to STOCKSNAP LTD in connection with the Services is accurate, complete, and not misleading. STOCKSNAP LTD is entitled to rely on information provided by the Client without independent verification unless the Agreement expressly requires otherwise. The Client shall promptly notify STOCKSNAP LTD of any material changes to information previously provided that may affect the performance of the Services.

The Client shall comply with all applicable laws and regulations in its use of the Deliverables and shall not use the Deliverables for any unlawful or unauthorised purpose. The Client is solely responsible for ensuring that its use of the Deliverables complies with all regulatory requirements applicable to its industry, operations, and jurisdiction.

Where the Services involve access to the Client's systems, networks, or data, the Client shall grant STOCKSNAP LTD appropriate and timely access and shall maintain adequate backups of all data. STOCKSNAP LTD shall not be liable for loss or damage to data unless caused by STOCKSNAP LTD's gross negligence or wilful misconduct.

7. Fees, Invoicing and Payment

The Client shall pay STOCKSNAP LTD the Fees set out in the applicable Statement of Work. Unless otherwise agreed, Fees are quoted exclusive of Value Added Tax (VAT), which shall be charged in addition at the rate applicable at the time of supply. STOCKSNAP LTD shall provide valid VAT invoices in accordance with HMRC requirements.

STOCKSNAP LTD shall invoice the Client in accordance with the payment schedule set out in the Statement of Work. Where no payment schedule is specified, the default payment schedule is fifty per cent of the total Fees upon execution of the Agreement and fifty per cent upon delivery of the final Deliverables.

Payment is due within thirty calendar days of the date of invoice unless a different payment term is specified in the Statement of Work. STOCKSNAP LTD reserves the right to charge interest on overdue invoices at the rate of eight per cent per annum above the Bank of England base rate, calculated on a daily basis from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.

In addition to the right to charge interest, STOCKSNAP LTD is entitled under the Late Payment of Commercial Debts (Interest) Act 1998 to claim a fixed compensation amount in respect of overdue invoices, being forty pounds sterling for invoices under one thousand pounds, seventy pounds sterling for invoices between one thousand pounds and nine thousand nine hundred and ninety-nine pounds, and one hundred pounds sterling for invoices of ten thousand pounds or more.

Where a Client's invoice is overdue by more than fourteen days, STOCKSNAP LTD reserves the right to suspend performance of the Services until the overdue amount has been paid in full. STOCKSNAP LTD shall not be liable for any delay or consequential loss arising from a suspension of Services for non-payment.

All Fees quoted by STOCKSNAP LTD are based on the scope and information available at the time of quoting. STOCKSNAP LTD does not accept deductions, set-offs, or counterclaims against invoiced amounts unless a credit has been formally agreed in writing.

Where work is carried out on a time-and-materials basis, STOCKSNAP LTD shall maintain records of time spent and expenses incurred and shall make those records available to the Client on request. Time-and-materials billing is based on the day rates set out in the Agreement and is invoiced monthly in arrears unless otherwise agreed.

8. Expenses

Unless otherwise stated in the Statement of Work, the Fees quoted are for professional time only and do not include expenses. Where STOCKSNAP LTD incurs reasonable expenses in connection with the performance of the Services, including travel, accommodation, subsistence, software licences, third-party service costs, and printing, such expenses shall be recharged to the Client at cost plus an administration charge of ten per cent, except where specific costs have been agreed as inclusive in the Statement of Work.

Where significant expenses are anticipated, STOCKSNAP LTD shall seek the Client's prior approval before incurring them. Expenses are invoiced monthly in arrears unless otherwise agreed, and are payable within the same payment period as professional fee invoices. STOCKSNAP LTD shall provide supporting receipts or documentation for expenses on request.

9. Intellectual Property Rights

All Pre-Existing Materials, including tools, frameworks, methodologies, templates, code libraries, and other intellectual property owned or licensed by STOCKSNAP LTD prior to or independently of the Engagement, remain the property of STOCKSNAP LTD. The Client is granted a non-exclusive, non-transferable, royalty-free licence to use Pre-Existing Materials to the extent necessary to receive the benefit of the Deliverables, subject to full payment of all Fees.

Subject to full payment of all Fees, STOCKSNAP LTD assigns to the Client all right, title, and interest in the Deliverables specifically created for the Client under the Agreement, excluding any Pre-Existing Materials incorporated therein. The assignment shall take effect upon receipt of cleared payment of all outstanding Fees. Prior to that time, STOCKSNAP LTD retains full ownership of all work in progress.

Where Deliverables incorporate Pre-Existing Materials, open-source components, or third-party licensed materials, the assignment described above applies only to the bespoke elements of those Deliverables. STOCKSNAP LTD shall notify the Client of any significant open-source components or third-party licences incorporated into Deliverables and the licence terms applicable to those components.

The Client grants STOCKSNAP LTD a non-exclusive, royalty-free licence to use the Client's Confidential Information, data, documentation, and systems to the extent necessary to perform the Services. This licence terminates upon the conclusion of the Engagement except to the extent required for STOCKSNAP LTD to comply with its legal obligations.

STOCKSNAP LTD retains the right to describe the nature of services provided to the Client and the general outcomes achieved in its marketing and portfolio materials, subject to the anonymisation or removal of any information that the Client has designated as confidential. The Client may, at any time, request that a reference be removed from STOCKSNAP LTD's public materials, and STOCKSNAP LTD shall comply with such a request within thirty days.

10. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law, court order, or regulatory requirement, or as necessary to perform the obligations under the Agreement.

Each party agrees to use the other party's Confidential Information only for the purposes of the Agreement and to apply to it at least the same degree of protection as it applies to its own confidential information of a similar nature, being no less than reasonable care.

The confidentiality obligations in this clause do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party at the time of disclosure without restriction on use or disclosure, is rightfully received from a third party without restriction on use or disclosure, or is required to be disclosed by law, court order, or regulatory authority, provided that the receiving party gives the disclosing party as much advance notice as is reasonably practicable before making such disclosure and cooperates with any efforts by the disclosing party to obtain a protective order or other form of protection.

The confidentiality obligations under this clause shall survive the termination of the Agreement for a period of five years from the date of termination, except in respect of trade secrets and other information that would be subject to an indefinite obligation of confidence under applicable law.

11. Data Protection

Each party shall comply with all applicable data protection laws, including UK GDPR and the Data Protection Act 2018, in connection with the performance of the Agreement. Full details of STOCKSNAP LTD's data processing practices in connection with client engagements are set out in our Privacy Policy.

Where STOCKSNAP LTD processes personal data on behalf of the Client as a data processor within the meaning of Article 4(8) of UK GDPR, the parties shall enter into a separate data processing agreement in accordance with Article 28 of UK GDPR before such processing commences. Where no separate data processing agreement has been executed, STOCKSNAP LTD's processing of personal data in connection with the Services shall be limited to what is strictly necessary to perform the agreed Services and for no other purpose.

Each party shall promptly notify the other in writing upon becoming aware of any actual or suspected personal data breach affecting the data processed in connection with the Agreement, to enable both parties to comply with their respective notification obligations under applicable law.

12. Warranties and Representations

STOCKSNAP LTD warrants that it has the authority to enter into the Agreement, that the Services will be performed with reasonable skill and care in accordance with professional standards applicable in the United Kingdom, that the Deliverables will conform to the specification set out in the Statement of Work as at the date of delivery, and that the Deliverables will not knowingly infringe the Intellectual Property Rights of any third party.

The Client warrants that it has the authority to enter into the Agreement, that the information and materials provided to STOCKSNAP LTD are accurate and do not infringe any third-party rights, and that it will use the Deliverables only for lawful purposes in accordance with applicable law.

STOCKSNAP LTD does not warrant that the Deliverables will be free from all defects, that software will operate without interruption or error in all circumstances, or that the Services will achieve any particular business outcome or commercial result. Consulting and advisory services involve professional judgement and are not capable of carrying a warranty of result.

All implied warranties, terms, and conditions are excluded to the fullest extent permitted by applicable Scottish and UK law. Nothing in these terms excludes any warranty that cannot be excluded under the Supply of Services (or Goods) legislation applicable to commercial contracts in Scotland and the United Kingdom.

13. Liability and Indemnification

Neither party shall be liable to the other under or in connection with the Agreement for any indirect, special, incidental, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of anticipated savings, loss of goodwill, or business interruption, regardless of the cause of action and even if the party has been advised of the possibility of such damages.

Subject to the exclusion of certain liabilities and the specific provisions set out below, STOCKSNAP LTD's total aggregate liability to the Client under or in connection with the Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees actually paid by the Client to STOCKSNAP LTD in the twelve months immediately preceding the event or events giving rise to the claim.

The limitations and exclusions of liability in this clause do not apply to liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation, liability for any breach of the confidentiality obligations set out in Clause 10, or any other liability that cannot be lawfully excluded or limited under Scottish or UK law.

The Client shall indemnify and hold harmless STOCKSNAP LTD from and against any claims, damages, costs, and expenses (including reasonable legal fees) arising from the Client's breach of these terms, the Client's use of the Deliverables in a manner not authorised by the Agreement, or any claim by a third party arising from information or materials provided by the Client that infringes that third party's Intellectual Property Rights or other rights.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under the Agreement to the extent that such delay or failure is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the reasonable control of the affected party, including acts of God, flood, earthquake, storm, or other natural disaster, acts of terrorism, civil unrest or riot, epidemic or pandemic, governmental or regulatory action, failure or interruption of public telecommunications, internet or utility services, or industrial action affecting a third party.

The party affected by a Force Majeure Event shall notify the other party in writing as soon as reasonably practicable after the occurrence of the event and shall take all reasonable steps to mitigate the effect of the event and to resume performance as soon as practicable. If the Force Majeure Event prevents performance for more than sixty consecutive days, either party may terminate the Agreement on written notice without liability to the other party except in respect of outstanding payment obligations.

15. Duration and Termination

The Agreement shall commence on the date of execution and shall continue until the delivery of the final Deliverables or the completion of the Services, as applicable, unless terminated earlier in accordance with this clause.

Either party may terminate the Agreement for convenience on thirty calendar days' written notice to the other party. Where STOCKSNAP LTD terminates for convenience, it shall refund any Fees received in advance that relate to Services not yet performed at the date of termination. Where the Client terminates for convenience, the Client shall pay all Fees accrued up to and including the termination date, plus a termination fee equal to twenty-five per cent of the remaining Fees that would have been payable had the Agreement continued to completion, to reflect STOCKSNAP LTD's loss of the committed engagement opportunity.

Either party may terminate the Agreement immediately on written notice if the other party commits a material breach that is not remedied within fourteen calendar days of written notice specifying the breach and requiring its remedy, if the other party becomes insolvent, enters administration, receivership, or liquidation, or if the other party suffers or is reasonably anticipated to suffer an event analogous to any of the foregoing.

STOCKSNAP LTD may terminate or suspend performance of the Agreement immediately on written notice if the Client fails to make payment of any invoice within fourteen days of the due date, if the Client provides false or misleading information in connection with the engagement, or if STOCKSNAP LTD becomes aware of any intended use of the Deliverables for an unlawful purpose.

16. Post-Termination Provisions

Upon termination of the Agreement for any reason: the Client shall promptly pay all outstanding Fees and expenses; each party shall return or, at the disclosing party's request, destroy Confidential Information of the other party, except where retention is required by law; STOCKSNAP LTD shall deliver all Deliverables substantially completed as at the termination date and, if the Client has paid for them, ownership of such completed Deliverables shall pass to the Client; and all licences granted under the Agreement shall terminate unless expressly stated to survive termination.

Clauses 9 (Intellectual Property Rights), 10 (Confidentiality), 11 (Data Protection), 13 (Liability and Indemnification), 17 (Dispute Resolution), 18 (Non-Solicitation), 25 (Governing Law and Jurisdiction), and this Clause 16 shall survive termination of the Agreement for any reason.

17. Dispute Resolution

In the event of a dispute arising out of or in connection with the Agreement, the parties shall first attempt to resolve the dispute by good-faith negotiation between senior representatives of each party. Either party may initiate this process by serving written notice on the other describing the dispute in reasonable detail. The parties shall meet or communicate within ten business days of such notice to seek a resolution.

If the dispute is not resolved by negotiation within twenty business days of the initial notice, either party may refer the dispute to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, unless either party considers that the nature of the dispute makes mediation inappropriate. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction at any time.

18. Non-Solicitation

During the term of the Agreement and for a period of twelve months following its termination, neither party shall, without the prior written consent of the other, directly or indirectly solicit or endeavour to entice away from the other any employee, contractor, or specialist practitioner who has been materially involved in the performance of the Services under the Agreement.

This clause does not prevent either party from advertising vacancies generally to the public or engaging employees or contractors who respond to such general advertisements without having been specifically targeted.

19. Subcontracting

STOCKSNAP LTD may engage specialist practitioners, subcontractors, and third-party service providers in the performance of the Services, provided that such parties are bound by obligations of confidentiality and professional conduct consistent with these Terms and Conditions. STOCKSNAP LTD shall remain responsible to the Client for the performance of all subcontracted work and shall not be relieved of any of its obligations under the Agreement by reason of subcontracting.

STOCKSNAP LTD shall not subcontract the primary management responsibility or strategic oversight of any Engagement to a third party without the prior written consent of the Client.

20. Assignment

Neither party may assign, transfer, charge, or deal in any other manner with all or any of its rights and obligations under the Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed. STOCKSNAP LTD may, without the Client's consent, assign the Agreement to any successor entity in connection with a corporate restructuring, merger, acquisition, or sale of all or a substantial part of its business, provided that the successor entity agrees in writing to be bound by the terms of the Agreement.

21. Entire Agreement

The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior negotiations, representations, proposals, understandings, and agreements between the parties, whether written or oral, relating to that subject matter. Each party acknowledges that it has not entered into the Agreement on the basis of any representation, warranty, or undertaking not expressly set out in the Agreement.

Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

22. Severability

If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal, or unenforceable under the laws of Scotland or the United Kingdom, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Terms and Conditions.

23. Waiver

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any breach of the Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision.

24. Notices

All notices given under the Agreement shall be in writing and shall be sent by recorded delivery post to the address of the receiving party specified in the Agreement, or by electronic mail to the email address specified in the Agreement, with confirmation of receipt requested. Notices shall be deemed to have been received on the second business day after posting in the case of recorded delivery, and on the next business day after sending in the case of electronic mail, provided no delivery failure notification is received.

Either party may change its notice address or email address by giving written notice to the other party in accordance with this clause.

25. Governing Law and Jurisdiction

These Terms and Conditions and any Agreement incorporating them shall be governed by and construed in accordance with the laws of Scotland, as a constituent part of the United Kingdom. The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or any Agreement incorporating them, their subject matter, or their formation (including non-contractual disputes or claims), except that either party may seek urgent interim relief from any court of competent jurisdiction.

26. Contact

For all contractual enquiries, please contact STOCKSNAP LTD at:

STOCKSNAP LTD
2/1 51 Fergus Drive
Glasgow, G20 6AQ
United Kingdom
Telephone: +44 7635 669922
Electronic mail: assist@stocksnap.work
Website: stocksnap.work