Terms of Engagement

These terms apply to all consultancy services provided by Sivanvika Technologies (“we”, “us”) unless we have agreed otherwise in writing. They sit alongside a signed statement of work for each engagement, and where the two conflict, the statement of work takes precedence for that engagement.

1. Definitions

• “Services” means the work described in the applicable statement of work.
• “Client” means the organisation engaging us under these terms.
• “Deliverables” means the outputs we produce and hand over, as specified in the statement of work.
• “Client Materials” means anything you provide to us, including credentials, source code, documentation and access.

2. Engagement and scope

Work begins when a statement of work is agreed by both parties. Each statement of work defines the scope, deliverables, timescale, named people, and acceptance criteria.

We will not assume additional work is included because it seems related. If something is not in the statement of work, tell us and we will agree it as a variation, in writing, before starting.

3. Client responsibilities

We depend on you to make the engagement workable. Specifically, we need:

• A named technical contact who is authorised to make decisions and answer questions
• Timely access to the systems in scope, and to the people who know them
• Feedback within a reasonable period, so we are not blocked waiting on a review
• Honesty about constraints — deadlines, internal politics, budget, and anything that affects the plan

Where a delay is caused by something within your control, timelines move accordingly and we will tell you as soon as we know.

4. Fees and invoicing

• Time-based work is charged at the rates in the statement of work, recorded in hourly increments.
• Fixed-fee work is charged against agreed deliverables and milestones.
• Managed services are charged monthly in advance for the agreed scope and service level.

Unless stated otherwise, payment is due within [N] days of invoice. Invoices are exclusive of VAT, sales tax or any similar charge, which we will add where the law requires it.

Late payments accrue interest at [N]% per month or the maximum permitted by law, whichever is lower.

5. Changes to scope

If the work changes — in scope, assumptions or constraints — we will raise it promptly. We will not simply absorb additional work, and equally we will not stop work in progress without telling you first.

Changes are agreed in writing, with any effect on fees and timeline stated before the work proceeds.

6. Intellectual property

Your material stays yours. All Client Materials remain your property, and all rights in them remain with you.

You own the deliverables. On payment in full, all intellectual property rights in deliverables we create specifically for you transfer to you. This includes source code, infrastructure as code, pipeline definitions, documentation and configuration.

We may use general knowledge, experience and techniques learned during the engagement, but we will not reuse your confidential information, your code, or anything specific to your environment in work for anyone else.

We keep the tools. Pre-existing tooling, libraries and internal frameworks we bring to the engagement remain ours, and we grant you a perpetual licence to use them as embedded in the deliverables.

7. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the purpose of the engagement.

This obligation continues for [N] years after the engagement ends, and indefinitely for trade secrets and anything that remains confidential by nature.

It does not apply to information that is public through no fault of the receiving party, already known to them, independently developed, or required to be disclosed by law, in which case we will give notice where legally permitted.

8. Your systems

Where we work on your production systems, we do so under your direction and within the access you provide. You remain responsible for your own systems, and we will not make changes beyond the agreed scope without telling you first.

Please note that production changes carry inherent risk. Where we identify a material risk that you have not acknowledged, we will raise it, and we may decline to proceed until it is resolved.

9. Independence and non-solicitation

We are an independent consultancy. We are not your employee, agent or partner, and we have no authority to bind you.

Neither party will knowingly solicit for employment personnel of the other who were materially involved in the engagement, for a period of [N] months. This is a mutual restriction, and we do not regard it as preventing either party from hiring any person who responds to an open application.

10. Termination

Either party may terminate an engagement for convenience by giving [N] days written notice.

Either party may terminate immediately for material breach that is not remedied within [N] days of notice, or if the other becomes insolvent.

On termination we will:

• Complete or hand over work in progress, to a reasonable and proportionate standard
• Provide documentation of the state of systems as at termination
• Return or delete Client Materials, at your instruction
• Invoice for work performed up to the termination date

Where a managed service terminates, we will provide reasonable handover assistance so you are not left without support. This is included in the monthly fee rather than charged as an exit cost.

11. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• Our total liability in any twelve-month period is limited to the fees paid by you in the three months preceding the claim.
• Neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, or loss of business opportunity.
• Neither party is liable for failure to meet a deadline caused by your own delay or failure to provide something we reasonably required.

12. Force majeure

Neither party is liable for failure to perform caused by an event beyond its reasonable control, provided it notifies the other promptly and uses reasonable efforts to mitigate. If such an event continues for more than [N] days, either party may terminate the affected engagement.

13. Governing law and disputes

These terms and any dispute arising from them are governed by the laws of [JURISDICTION], and the parties submit to the exclusive jurisdiction of the courts of [JURISDICTION].

Before litigating, the parties agree to attempt resolution through good-faith discussion between people with authority to settle, for a period of at least [N] days. In practice, escalating a technical disagreement into a legal one damages a working relationship more than the dispute usually costs to settle.

Where the Client is established outside [JURISDICTION], we are open to agreeing your local jurisdiction and an arbitration clause instead. Raise this at the point of contracting rather than at the point of dispute.

14. General

• Entire agreement. These terms and the statement of work form the whole agreement between us.
• Variation. Any change must be in writing and agreed by both parties.
• Assignment. Neither party may assign these terms without the other's consent, except to a successor in connection with a sale of substantially all assets.
• Severability. If any provision is unenforceable, the rest remains in effect.
• Waiver. Failing to enforce a provision is not a waiver of it.
• Third parties. No person other than the parties has any rights under these terms.

15. Acceptance

By engaging us, you accept these terms. If you have your own standard terms and would like them considered, send them to us before contracting — we will read them, and we will say early if we cannot work within them rather than after we have started.

Contact

Questions about these terms: hello@sivanvika.com