Terms of Service

Service Provider

Wove Digital

Principals: Thomas Walmsley & Luke Bentley

Email: admin@wovedigital.co.uk

Address: London, United Kingdom

Services Covered

These terms apply to all consulting services provided by Wove Digital, including:

• Workflow Automation: n8n implementations, Slack bot development, API integrations
• AI & Machine Learning: Custom AI solutions, model development, intelligent automation
• Database Modernisation: Legacy system upgrades, data architecture, cloud migration
• Business Process Optimisation: Workflow analysis, efficiency improvements, strategic consulting

Project Phases

Our services typically follow a three-phase approach:

• Discovery Phase: Process audit, requirements analysis, technical assessment (typically 1-2 weeks)
• Design Phase: Solution architecture, project roadmap, implementation planning (1-3 weeks)
• Delivery Phase: Development, testing, deployment, training, handover (varies by project scope)

Performance Standards

• We will deliver services with reasonable skill and care expected of automation consultants
• All work will be performed by qualified professionals with relevant expertise
• We maintain professional indemnity insurance covering our consulting activities
• Regular progress updates will be provided throughout project delivery

Client Responsibilities

Successful project delivery requires client cooperation including:

• Timely provision of required information, data, and system access
• Availability of key personnel for meetings and decision-making
• Approval of project milestones within agreed timeframes
• Compliance with internal change management and approval processes

Pricing Structure

• Free Process Audit: Initial 30-minute consultation at no charge
• Quick Win Projects: £2,000 - £5,000 for focused automation implementations
• Full Transformation: £10,000+ for comprehensive business modernisation
• Ongoing Support: Monthly retainers from £50+ depending on service level

Payment Schedule

• Project Work: 50% deposit required to commence, remainder due on completion
• Phased Projects: Payments aligned with milestone completion
• Monthly Retainers: Invoiced monthly in advance, due within 30 days
• Additional Work: Change requests invoiced monthly, due within 30 days

Late Payment (Commercial Debts Act 1998)

In accordance with UK law:

• Payment terms shall not exceed 60 days unless commercially justified
• Interest charges 8% above Bank of England base rate apply to overdue amounts
• Fixed compensation of £40-£100 (depending on debt size) plus reasonable recovery costs
• We reserve the right to suspend services for accounts over 30 days overdue

Expenses and Third-Party Costs

Additional costs may include:

• Software licensing fees (with client approval)
• Cloud hosting and infrastructure costs
• Third-party API usage charges
• Travel expenses for on-site work (pre-approved)

Background IP

Wove Digital retains ownership of all pre-existing intellectual property, including:

• Proprietary methodologies and frameworks
• Template automation workflows and code libraries
• AI models and training datasets
• General consulting knowledge and expertise

We grant clients a non-exclusive license to use background IP incorporated into delivered solutions.

Foreground IP (Custom Developments)

For custom-developed solutions:

• Custom Workflows: Client owns business-specific automation workflows
• Data Models: Client retains ownership of proprietary data structures
• Integrations: Client-specific API integrations transfer to client
• Configuration: System configurations and settings belong to client

Wove Digital may retain rights to use generalized learnings for future client projects.

Open Source and Third-Party Components

Solutions may incorporate open-source software and third-party components subject to their respective licenses. We will identify material dependencies and ensure compliance with applicable license terms.

Confidentiality Obligations

Wove Digital agrees to:

• Maintain strict confidentiality of all client business information
• Use client data solely for the purpose of delivering contracted services
• Implement appropriate security measures to protect confidential information
• Return or securely destroy confidential information upon project completion

Data Processing Agreement

Where we process personal data on your behalf, we act as a data processor under UK GDPR Article 28. A separate Data Processing Agreement will be executed covering:

• Subject matter, duration, and nature of processing
• Categories of personal data and data subjects
• Controller obligations and processor responsibilities
• Security measures and breach notification procedures

Security Standards

We implement security measures including:

• Encryption of data in transit and at rest
• Multi-factor authentication and access controls
• Regular security assessments and updates
• Staff training on data protection and security

Human Oversight Requirements

All AI implementations include:

• Human review processes for AI recommendations
• Clear escalation procedures for uncertain outputs
• Regular monitoring and adjustment protocols
• Training for client staff on AI system limitations

Technology Evolution

Technology platforms and APIs may change without notice. While we monitor updates and plan for changes, we cannot guarantee continuity of third-party services or APIs beyond our reasonable control.

Excluded Liabilities

Nothing in these terms excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of confidentiality obligations
• Intellectual property infringement

Limited Liabilities

Subject to the Unfair Contract Terms Act 1977, our liability is limited as follows:

• Financial Cap: Total liability shall not exceed the value of services provided under the relevant contract
• Indirect Losses: We exclude liability for loss of profits, business interruption, data loss, or consequential damages
• Time Limit: Claims must be brought within 12 months of the issue arising
• Mitigation: Clients must take reasonable steps to mitigate losses

Professional Indemnity Insurance

Wove Digital maintains professional indemnity insurance covering our consulting activities with minimum coverage appropriate to our service offerings. Insurance details available upon request.

Project Contracts

• Fixed-term contracts terminate upon completion of agreed deliverables
• Either party may terminate with 14 days' written notice for material breach
• Client may terminate for convenience with payment for work completed
• Completed milestones remain billable upon early termination

Ongoing Support Contracts

• Monthly retainers continue until terminated by either party
• 30 days' written notice required for termination
• Final invoice covers services provided through termination date
• Knowledge transfer period available for smooth transition

Post-Termination Obligations

Upon termination:

• Return of client confidential information and data
• Continued confidentiality obligations for 5 years
• License grants for delivered solutions remain valid
• Outstanding invoices become immediately due

Escalation Process

We encourage resolution through the following steps:

1. Direct Discussion: Good faith negotiation between project teams (14 days)
2. Senior Management: Escalation to company principals if required (14 days)
3. Mediation: Professional mediation through agreed mediator (60 days)
4. Legal Proceedings: Formal legal action as final resort

Governing Law and Jurisdiction

• These terms are governed by the laws of England and Wales
• Courts of England and Wales have exclusive jurisdiction
• English language version prevails over any translations
• UK GDPR and related data protection laws apply

Entire Agreement

These terms, together with any executed project agreements, constitute the entire agreement between parties and supersede all prior negotiations, representations, or agreements.

Amendments

Changes to these terms require written agreement by both parties. We may update these general terms with 30 days' notice for new projects.

Severability

If any provision is found unenforceable, it shall be severed without affecting the validity of remaining terms.

Assignment

Neither party may assign these terms without written consent, except Wove Digital may assign to affiliate companies or successors.