General Terms

KONTEXT GROUP LIMITED GENERAL TERMS OF BUSINESS

Version 1.1 – Effective 21 April 2025

These General Terms of Business (the “Terms”) comprise Part 1 (Sections 1 ‑ 8), Part 2 (Sections 9 onwards) and Part 3 (Schedules). Part 1 applies to every contract for Services between Kontext Group Limited, a company registered in England & Wales (company no. TBC) with its registered office at 128 City Road, London, EC1V 2NX (“Company,” “we,” “our,” or “us”), and any business customer (“Client,” “you,” or “your”).

Business‑to‑Business only – You confirm you are acting wholly for business purposes. Consumer legislation does not apply.

1 Definitions & Interpretation

Term

Meaning

“Affiliate”

Any entity that Controls, is Controlled by or is under common Control with a party.

“Change Request”

A written (including email) request to alter scope, timetable or Deliverables.

“Contract”

The agreement formed under Clause 2.3 comprising an Order/SOW and these Terms, together with any Schedules.

“Control”

Has the meaning in section 1124 Corporation Tax Act 2010.

“Deliverables”

All output produced under the Contract (documents, designs, software, etc.).

“Fees”

The charges payable for the Services, including expenses and rush surcharges.

“Force Majeure Event”

An event beyond a party’s reasonable control (Clause 8.9).

“Intellectual Property Rights”

All patents, copyright, trade marks, design rights, database rights, trade secrets and similar rights worldwide.

“Minimum Term”

Six (6) calendar months from the Start Date for any recurring‑retainer Services.

“Order / Statement of Work (SOW)”

Client’s acceptance (including e‑signature/email) of a quotation or proposal issued by the Company.

“Rush Service”

A Service the Client requests be completed within 72 hours ("Fast‑Track") or within 24 hours ("Overnight").

“Services”

The strategic, marketing, IT‑related and advisory services described in the Order/SOW.

“Start Date”

The date the Contract is formed (Clause 2.3).

“Working Day / Hours”

09:00‑17:00 UK time Monday‑Friday, excluding English public holidays.

Headings are for convenience only. The singular includes the plural and vice‑versa. Statutory references include updates and re‑enactments.

2 Contract Framework

2.1 Entire agreement. The Contract is the entire agreement and supersedes all prior understandings. No other terms apply.

2.2 Priority. If there is a conflict, the following descending order prevails: (a) SOW, (b) Order, (c) these Terms, (d) Schedules. Any Client terms are expressly rejected.

2.3 Formation. A Contract is formed on the earliest of: (a) our written acceptance of an Order/SOW;
(b) both parties e‑signing an SOW; or
(c) our commencement of the Services following your written instruction.

2.4 Electronic execution. E‑signatures via Better Proposals, Google Workspace or comparable platforms are binding.

2.5 Variation. No variation is valid unless agreed in writing (email suffices if acknowledged). Agreed Changes take effect when signed or acknowledged by both parties.

3 Scope of Services & Creative Process

3.1 We shall perform the Services with reasonable skill and care.

3.2 Subcontracting. We may use qualified subcontractors and remain responsible for their work.

3.3 Creative Deliverables. Where Deliverables require creative development (including branding, design, web development, copy or video):

(a) Concept Stage. We present up to two (2) concept options based on your brief.
(b) Revisions. The Fees include two (2) revision rounds on the selected concept. Extra rounds are chargeable at our Standard Hourly Rates (Schedule 1).
(c) Acceptance. Draft Deliverables are deemed accepted if you neither approve nor provide consolidated feedback within three (3) Working Days of delivery.
(d) Source Files. Transfer of editable source files is excluded unless separately licensed (Clause 7.4).

3.4 Delivery Estimates. Any dates in the Contract are estimates; time is not of the essence unless expressly stated in the SOW.

3.5 Rush Services. On written acceptance we may, at our discretion, accept a Rush Service:

Fast‑Track (≤ 72 h): surcharge +50 % of the applicable Fee;
Overnight (≤ 24 h): surcharge +100 % of the applicable Fee.

4 Fees, Expenses & Payment

4.1 Currency. Fees are stated and invoiced in EUR. If invoicing in GBP is requested, we convert at the Bank of England EUR/GBP reference rate on the invoice date.

4.2 VAT & Taxes. All Fees are net of VAT (and any similar sales taxes), which you must pay if applicable. You are responsible for any withholding taxes.

4.3 Retainers. Recurring Services are invoiced monthly in advance and payable within seven (7) days of invoice.

4.4 Projects. Unless the SOW states otherwise: 50 % of the project Fee is invoiced on Order, 50 % on delivery of final Deliverables.

4.5 Expenses. Pre‑approved travel or third‑party costs are invoiced at cost plus 10 % administration margin.

4.6 Late payment. We may (i) charge statutory interest (BoE base + 8 % p.a.) and the fixed late‑payment fees under the Late Payment of Commercial Debts Regulations 2013; (ii) suspend work on any invoice 8 days overdue; and (iii) terminate the Contract on 15 days’ notice if any invoice is 30 days overdue.

4.7 No set‑off. You must pay all sums in full without set‑off, counterclaim or deduction.

4.8 Price Adjustments. We may adjust Hourly Rates annually in line with UK CPI or 5 %, whichever is lower, on 30 days’ written notice.

5 Mutual Obligations & Client Cooperation

5.1 Our obligations. We shall: (a) perform the Services with due care;
(b) use commercially reasonable efforts to meet agreed timelines; and
(c) keep you informed of progress.

5.2 Your obligations. You shall: (a) provide a single authorised contact with decision‑making authority;
(b) supply complete and accurate information, materials and approvals promptly;
(c) obtain all third‑party licences/content not expressly included; and
(d) respond to queries and approvals within five (5) Working Days.
Failure to comply may extend deadlines and entitles us to charge for idle time or extra work.

5.3 If you fail to meet an obligation and do not remedy within 5 Working Days of notice, we may suspend work and treat the affected Deliverables as accepted for billing purposes.

5.4 Working Hours. Services are provided during Working Hours. Work outside those hours is treated as Rush Service unless otherwise agreed.

6 Service Delivery Rules & Acceptance

6.1 We shall make Deliverables available for review via secure link or staged environment.

6.2 You must review and either approve or provide consolidated change requests within three (3) Working Days. Silence equals acceptance.

6.3 If Deliverables materially fail to conform to the SOW, we will correct them at no additional cost. Minor or aesthetic changes beyond the included revision rounds are billable.

6.4 Upon acceptance (or deemed acceptance) we will provide final Deliverables (e.g., live site deployment, print‑ready PDFs). Risk passes on delivery. We archive project files for 30 days thereafter, after which we may delete them.

7 Intellectual Property & Portfolio Rights

7.1 Ownership & Licence. We retain all Intellectual Property Rights in Deliverables until full payment. On full payment we grant you a non‑exclusive, worldwide, perpetual, royalty‑free licence to use and adapt the Deliverables for your internal business purposes. You may not resell, sub‑license or publicly distribute Deliverables without our prior written consent.

7.2 Source Files. Editable source files (e.g., .psd, .ai, raw code) are not included. We may licence or assign them for an additional fee equal to the project Fee, unless otherwise stated in the SOW.

7.3 Portfolio Use. Unless you opt‑out in writing when placing the Order, we may: (a) display your name, logo and non‑confidential Deliverables as portfolio examples; and
(b) include a small “Designed by Kontext” credit/hyperlink in digital Deliverables.

7.4 Third‑party Materials. Where Deliverables incorporate stock imagery, fonts or other third‑party content, your use is subject to those suppliers’ licences.

8 Data Protection, Confidentiality & Warranties

8.1 Data Protection

(a) Each party is an independent Controller of the personal data it processes. We process personal data solely to perform the Services and store it in the UK or EEA.
(b) Neither party shall transfer EU personal data to a non‑adequate third country without a valid transfer mechanism.
(c) Each party shall implement appropriate technical and organisational security measures.

8.2 Confidentiality

Each party shall keep the other’s Confidential Information secret and use it only to perform the Contract. This obligation survives for five (5) years after termination (or, for trade secrets, indefinitely).

8.3 Warranties & Disclaimers

(a) We warrant that the Services will be carried out with reasonable skill and care.
(b) Except as expressly stated, all conditions and warranties implied by statute or common law are excluded to the fullest extent permitted.
(c) You acknowledge that business outcomes (e.g., revenue, funding, lead generation) depend on numerous external factors outside our control and are not guaranteed.

8.4 Force Majeure

Neither party is liable for delay or failure caused by a Force Majeure Event provided it notifies the other promptly and uses reasonable endeavours to mitigate. If performance is prevented for 30+ days, either party may terminate the affected Services on 7 days’ written notice.

9 Indemnities

9.1 Client indemnity. Client shall indemnify and hold harmless the Company, its Affiliates and personnel against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:
(a) any Client Materials or data provided for the Services;
(b) Client’s infringement of third‑party Intellectual Property Rights;
(c) Client’s breach of applicable law (including data‑protection, advertising and competition laws); or
(d) use of Deliverables contrary to the Contract or Company’s written instructions.

9.2 Company indemnity. Subject to Clause 10, the Company will defend Client against claims that Deliverables created solely by the Company infringe a UK or EU Intellectual Property Right, provided that Client: (i) promptly notifies the Company; (ii) allows the Company sole conduct of the defence; and (iii) provides reasonable assistance. The Company may (at its option) procure a licence, modify the Deliverable or refund the Fees for the infringing element. The Company has no liability to the extent the claim arises from Client Materials, modifications by Client or use with items not supplied by the Company.

10 Limitation of Liability

10.1 Nothing in the Contract limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be limited.

10.2 Subject to Clause 10.1, the Company’s aggregate liability (howsoever arising) in any 12‑month period shall not exceed the greater of (i) total Fees paid by Client in that period, or (ii) EUR 50,000.

10.3 The Company is not liable for: loss of profit, revenue, goodwill, anticipated savings, data, or any special, indirect or consequential loss.

10.4 Client must commence any claim within twelve (12) months of the cause of action accruing.

11 Term & Termination

11.1 Commencement. The Contract starts on the Start Date and continues until completion of the Services or earlier termination under this Clause.

11.2 Retainers. Retainer Services are subject to the Minimum Term. After the Minimum Term either party may terminate on thirty (30) days’ written notice.

11.3 Early termination fee. If Client terminates a retainer during the Minimum Term for convenience (i.e., other than due to the Company’s material breach), Client shall immediately pay an early‑termination fee equal to two (2) months’ retainer Fees.

11.4 Termination for cause. Either party may terminate the Contract immediately by written notice if the other:
(a) materially breaches the Contract and fails to remedy within 14 days of written notice;
(b) is unable to pay its debts or enters insolvency; or
(c) ceases or threatens to cease business.

11.5 Suspension for non‑payment. The Company may suspend Services if any invoice is 8 days overdue and may terminate on 15 days’ notice if any invoice remains unpaid 30 days after its due date.

11.6 Consequences. On termination:
(a) all outstanding Fees and expenses become immediately due;
(b) Client shall cease using unpaid Deliverables; and
(c) Clauses 6, 7, 8, 9, 10, 11.6, 14 and 16 survive.

12 Compliance & Ethics

12.1 Each party shall comply with all applicable laws and regulations, including the Bribery Act 2010, the Modern Slavery Act 2015, export‑control and sanctions laws.

12.2 Neither party shall engage in any activity that would cause the other to breach such laws.

13 Notices

13.1 Notices must be in English and delivered by email or recorded delivery to the addresses set out in the SOW (or as updated in writing).

13.2 Email is deemed received at 09:00 UK time on the next Working Day after sending, unless an automated bounceback is received.

13.3 Recorded‑delivery post is deemed received two (2) Working Days after posting within the UK, or five (5) Working Days for international mail.

14 Governing Law & Jurisdiction

The Contract and any non‑contractual obligations are governed by English law. The parties submit to the exclusive jurisdiction of the English courts.

15 Miscellaneous

15.1 Assignment. Neither party may assign the Contract without the other’s consent, except the Company may assign to an Affiliate or purchaser of its business.

15.2 Severance. If any provision is held invalid, the remaining provisions remain in full force.

15.3 Waiver. A waiver is effective only if in writing and applies only to the specific circumstances.

15.4 Third‑party rights. No person other than a party has rights under the Contracts (Rights of Third Parties) Act 1999.

15.5 Relationship. The parties are independent contractors; nothing in the Contract creates a partnership, joint venture or agency relationship.

15.6 Counterparts. The Contract may be executed in any number of counterparts, each of which is an original but all of which together form one instrument.

SCHEDULES

Schedule 1 – Standard Hourly Rate Card

Service Category

Standard Hourly Rate (EUR)

Data Processing / Administration / Customer Support

Project Management

Copywriting / Graphic Design

Web Development

100

PPC / Media Buying / Creative Direction

130

Consulting – Strategy, Innovation, Startup Advisory

180

On‑Site Hourly (London & EU)

250

Rates are exclusive of VAT and subject to annual uplift capped at UK CPI or 5 % (whichever is lower) on 30 days’ notice.

Schedule 2 – Data‑Processing Summary (Controller‑to‑Controller)

Item

Details

Data Subjects

Client employees, contractors, end‑customers (B2B context).

Categories of Data

Business contact details, project correspondence, usage analytics. No special‑category data anticipated.

Purpose of Processing

Project communication, contract performance, account management, invoicing.

Lawful Basis

UK GDPR Art. 6(1)(b) contract; Art. 6(1)(f) legitimate interests (debt recovery, portfolio proof).

Storage Location

EEA/UK data centres (ISO 27001 compliant).

Retention

Project files 30 days post‑completion; invoicing data 8 years for statutory compliance.

Security Measures

TLS encryption in transit; AES‑256 at rest; role‑based access; MFA for admin accounts; quarterly penetration testing.

International Transfers

None outside UK/EEA without Client’s written consent and appropriate safeguards (e.g., UK Addendum to SCCs).

Schedule 3 – Change Request Template (for reference)

CHANGE REQUEST # ___
Date: ___
Raised by: ___
Description of Change: ___
Impact on Scope: ___
Impact on Timeline: ___
Fee Adjustment: EUR ___
Authorisation: (Client) ___ (Company) ___

Schedule 4 – Signature Blocks

Signed for and on behalf of Kontext Group Limited

Name: _______________________
Title: _______________________
Date: ________________________

Accepted and agreed by Client