Terms and Conditions of FABPULSE LTD

These Terms and Conditions form the principal commercial terms on which FABPULSE LTD supplies professional services to business clients. FABPULSE LTD operates from 154B St. Neots Road, Eaton Ford, ST. NEOTS, PE19 7AD United Kingdom. Notices and operational correspondence should be sent to help@fabpulse.it.com. Telephone +44 7123 890123 may be used for urgent operational contact but does not, by itself, vary a written engagement. The public website is https://fabpulse.it.com. These Terms and Conditions apply to Systems Integration Services, Software Publishers work, Computer Systems Design and Related Services, Publishing Industries support, Information handling, Prepackaged Software joins, Custom Computer Programming Services, Software Development Services, SaaS Solutions, Enterprise Software Solutions, Cloud Software Platforms, Web Application Development, Mobile Application Development, Application Licensing Services, Digital Product Distribution, IT Consulting Services, Database Development and Management, API Development and Integration, Cybersecurity Solutions and Digital Transformation Services, in each case as described in an engagement letter, statement of work, or order that incorporates these terms. They are designed for business-to-business work under the laws of England and Wales. They are not consumer terms for a mass-market software product sold at a checkout, and they are not a licence to attack any system.

1. Definitions and interpretation

In these Terms and Conditions, Client means the legal person identified in the engagement documents. Company means FABPULSE LTD. Services means the work described in the engagement documents, which may include survey, fixture, pulse, travel, coupon and handover steps, software delivery, consulting, and related professional activities. Deliverables means documents, code, diagrams, stamped evidence packs, and other outputs identified as deliverables. Bay Record means a numbered record of a plate, owner, pulse window and relation created in the course of the Services. Confidential Information means information designated as confidential or that a reasonable professional would treat as confidential, including security findings, architecture, commercial terms, unpublished vulnerabilities, and licence ledgers. Authorised Scope means the systems, environments, identities, time window and methods that the Client has authority to permit and has permitted in writing. Working Day means a day other than Saturday, Sunday or a public holiday in England. Writing includes email to the addresses on record. Headings are for convenience only. References to statutes include amendments. If there is a conflict, a signed statement of work prevails over these Terms and Conditions for that conflict of scope or fees, and these Terms and Conditions prevail over website marketing copy and over purchase-order boilerplate unless the Company has expressly agreed otherwise in writing. Nothing in a Client's vendor portal terms shall impose unlimited liability, intellectual-property assignment of the Company's methods, or a duty to commence work before Authorised Scope is clear, unless a director of the Company has accepted those portal terms in writing.

Interpretation shall favour a workable professional relationship rather than a trick of drafting. Including means without limitation. A person includes a legal person. Singular includes plural. Obligations on the Client include an obligation to procure that its personnel, affiliates using the Services, and suppliers who must cooperate actually cooperate. Time is not of the essence for delivery dates unless the engagement letter says it is, because a careful pulse of a live estate cannot always be forced to a theatrical date without increasing harm. Where a date is of the essence, the Company may still be delayed by Client dependencies without breach. Marketing language on https://fabpulse.it.com, including metaphors of pulse welding, fixtures, coupons, heat tint and argon envelopes, describes working character. It does not convert the Company into a welding contractor, a factory, a hardware vendor, or a materials-testing laboratory, and it does not create duties beyond these Terms and Conditions and the engagement documents.

2. Formation of contract

A contract is formed when the Company issues a written engagement letter or statement of work and the Client accepts it by signature, by a clear written acceptance, or by instructing the Company to commence after receiving those documents, whichever occurs first. A website job request is not acceptance. A meeting is not acceptance. A verbal indication of budget is not acceptance. The Company may withdraw a proposal until contract formation. The Client warrants that the individual who accepts has authority. If the Client later argues lack of authority, the Company may treat the contract as nonetheless formed as against the organisation that received the benefit of the Services, without prejudice to other remedies.

These Terms and Conditions apply to the exclusion of any other terms that the Client seeks to impose, including terms on a purchase order, e-procurement portal, or security questionnaire that attempt to rewrite liability, insurance, or intellectual property, unless the Company has expressly agreed those other terms in a document signed by a person with apparent authority at the Company. Commencement of work after receipt of a purchase order that recites different terms does not, by itself, accept those different terms.

3. Authorised Scope and Computer Misuse Act

The Client warrants that it has all legal authority necessary to permit the Company to access, test, copy, modify, or observe the systems, accounts, data, premises, and third-party services included in the Authorised Scope, and that such permission will remain in force for the engagement. The Client shall obtain written permission from third-party owners, cloud providers, payment processors, content-delivery networks, software publishers, telecommunications providers, and landlords where their consent is required. The Company shall not be required to commence or continue any activity that would, in its reasonable opinion, risk an offence under the Computer Misuse Act 1990, the Data Protection Act 2018, export-control law, sanctions law, or equivalent foreign law. The Company may pause work immediately if Authorised Scope is unclear, if credentials appear stolen, if a system appears to belong to a third party not named, or if a so-called emergency request would bypass fixture and recording. A pause under this clause is not a breach by the Company.

The Client shall name environments: production, staging, development, backup, and any shadow estate known to it. The Client shall name out-of-scope systems. Silence about a system does not bring it into scope. The Company is not obliged to discover every unnamed plate. Survey work will attempt to identify mixed metal, but the Client remains responsible for disclosing known adjacent systems that could be disturbed by a pulse.

4. Nature of the method

The Company works by timed pulses. It will not, without written expansion of scope, melt neighbouring plates to produce a dramatic finding. It will stamp fragments. It will record the cycle. It will withhold a proved coupon until the agreed sequence can support it. The Client acknowledges that this method may take longer than a templated scan-and-slide exercise, and that speed without a fixture is not a service the Company sells.

Recommendations are professional opinions based on information available at the date of the Deliverable. They are not a warranty that a system is free of vulnerability, that a platform will be profitable, that a licence will remain valid, or that a regulator will agree. The Client remains responsible for deciding whether to implement a recommendation, for its own board duties, and for its own notifications to customers or authorities except where the Company has a direct legal duty of its own.

5. Systems Integration Services

Systems Integration Services may include estate survey, identifier fixture, interface joining, cutover support limited to Authorised Scope, and a proved coupon of the join. They do not include a promise that every unnamed system will be discovered, a 24-hour armed response unless separately purchased, or a transfer of the Client's residual operational risk to the Company. Live cutovers, if any, shall be described with a freeze window, a rollback path, and a named Client authoriser. The Company will not store trophy exploits or unlicensed copies of third-party software. Findings will be classified and transmitted by a method agreed in the engagement, not by an unauthenticated public form. The Client shall not press the Company to understate a finding for a sales demonstration or to overstate a finding for a budget theatre. Both distortions are a breach of the Client's duty to cooperate in good faith.

The Client shall provide a technical contact who can authorise emergency pause, isolate a test account, and receive high-severity fragments outside ordinary hours if the engagement so requires. The Client shall not grant the Company broader production privileges than the join requires. Shared administrator passwords shall be rotated after the engagement if they were used. The Company may refuse to use a personal staff account as the sole test identity because that practice contaminates evidence and employment records.

6. Software Publishers and Prepackaged Software

Work concerning Software Publishers and Prepackaged Software may include catalogue mapping, version inventories, join planning between licensed products, and implementation where stated. The Company does not become the publisher. Licence grants, territorial restrictions, audit clauses, and support entitlements remain between the Client and the relevant publisher unless the engagement states that the Company will act as a disclosed agent. The Company will not crack, keygen, or otherwise evade a licence. If a publisher's terms prohibit a method the Client requests, the Company may refuse that method without breach.

The Client shall disclose known licence keys, assignee lists, and audit history that affect the join. Snapshot and relicensing costs incurred because the Client requested a deeper cut are Client costs unless the statement of work prices them as included. Uninstalling a licensed product can be irreversible for support entitlement. The Company will not perform irreversible destruction of licence evidence without a named Client instruction recorded as a Bay Record.

7. Application Licensing Services and Digital Product Distribution

Application Licensing Services may include entitlement models, key or token design limited to what the engagement describes, assignee workflows, and join to catalogues. Digital Product Distribution may include delivery paths, store or portal wiring, and related software. The Company does not grant the Client intellectual-property licences in third-party content. Store review, publisher-account ownership, signing keys, and fee schedules belong to the Client unless the engagement states that the Company will operate a listing as agent. The Company does not warrant that a store, a publisher portal, or a payment provider will approve a binary or a catalogue change.

The Client shall own the relevant developer and publisher accounts. Transfer of a listing is a Client legal act. If the Client insists on long-lived licence tokens for convenience after the Company has tagged the risk, the residual risk remains the Client's. Takedown, defamation, and copyright operations for distributed content are Client responsibilities except for defects in software that the Company built and that fail to implement an agreed takedown path.

8. SaaS Solutions, Enterprise Software Solutions and Cloud Software Platforms

SaaS Solutions, Enterprise Software Solutions and Cloud Software Platforms work may include tenancy survey, identity drift tagging, integration landing, and implementation where stated. Cloud and SaaS providers remain independent controllers or processors of the Client's data according to the provider's terms. The Company is not the cloud provider and is not the SaaS vendor. Availability of a region, a managed database, or a marketplace image is not warranted by the Company. The Client shall maintain its own contractual relationship with each provider, including billing, support entitlement, and shared-responsibility acceptance. If the Company creates infrastructure as code or configuration, the Client must understand that applying that code in production is a Client change unless the engagement states that the Company will apply it.

The Client shall disclose organisation identifiers, known root accounts, and any previous unmanaged accounts. The Client shall not ask the Company to evade a provider's acceptable-use rules. Snapshot and logging costs incurred at the Client's request are Client costs unless priced as included. Deletion of cloud resources can be irreversible. The Company will not perform irreversible destruction without a named Client instruction recorded as a Bay Record.

9. Custom Computer Programming Services and Software Development Services

Custom Computer Programming Services produce software for the Client's identified purpose. Software Development Services include the planning, building, testing within agreed environments, and documentation of software systems. Unless the engagement says otherwise, code is written to be maintainable by a competent later practitioner, with internal engineering notes supplied in the handover pack as the engagement requires. The Company does not assign its pre-existing libraries, snippets, or bay methods except as a licence to use them within the Deliverable. Third-party open-source components remain under their licences. The Client shall not demand that the Company mis-licence open source.

The Client shall specify non-functional needs that matter: data residency, logging, secret handling, accessibility, and browser or device support. Unstated needs are not defects. Load testing, penetration testing, and accessibility audits are included only if listed. Sprint theatre without a Bay Record is not a substitute for acceptance. The Client's product owner must be available. If the product owner is silent, the Company may freeze the iteration and invoice for the freeze period if the Company remained ready to perform. Source control, if hosted by the Client, must grant the Company a named identity, not a shared login.

10. Web Application Development and Mobile Application Development

Web Application Development covers browser-facing applications and related server components described in scope. Mobile Application Development covers applications for named operating systems and store programmes. The Company is not responsible for the content the Client publishes, for user-generated content moderation, or for advertising networks the Client later attaches. Cookie consent implementation for the Client's application, if included, will follow a specification. The Company's own website Cookie Policy is not that specification.

The Client shall provide staging that resembles production in the ways that matter to the join, or accept that differences may hide defects. Browser support means the then-current and previous major versions of widely used browsers named in the engagement, not every legacy intranet browser unless listed. Store review belongs to the Client. Secrets must not be requested to be compiled into clients as a permanent pattern. If a legacy secret is found, the Company will stamp it and recommend a server plate.

11. API Development and Integration

API Development and Integration includes design and implementation of interfaces and the wiring of systems. The Company will stamp contracts, versions, and authentication methods actually implemented. Shadow integrations discovered during survey will be recorded; fixing them is a change unless already in scope. The Company is not liable for a third-party API that changes or is withdrawn. Rate limits, webhooks, and idempotency behaviour shall be specified if they matter. Unspecified behaviour is not a defect of professional care if it matches ordinary practice in the stack at the time.

The Client shall supply sandbox credentials and a lawful production window. The Client shall not instruct the Company to bypass a partner's certification. If a partner requires the Client to sign a specific addendum, that is the Client's signature. Breaking changes to a published API after acceptance are a new join.

12. Database Development and Management

Database Development and Management may include schema design, migration planning, query review, backup advice, and implementation where stated. The Company does not warrant that a database will remain performant under unstated load, or that a third-party hosted database will remain priced as at the date of advice. Migrations can be irreversible. The Company will not run a destructive migration in production without a named Client instruction and a recorded coupon criterion.

The Client shall identify lawful bases and retention for datasets that contain personal data. The Company acting as processor will follow documented instructions. If instructions are missing, the Company may refuse to run a query that appears to be bulk personal profiling without a basis. Derived insights that do not identify a person may still be Confidential Information of the Client. Information, as a sector label on this site, does not expand the Company's duty into journalism, archives, or a public-records office.

13. Computer Systems Design and Related Services

Computer Systems Design and Related Services include architecture, selection advice, and integration planning. Advice is based on information the Client supplies and on what a careful survey can see. The Company is not a hardware vendor. Obsolescence of a selected component is not a breach if the selection was reasonable when made. The Company may recommend against a fashionable component if it would leave an unclamped gap.

The Client shall disclose existing standards, approved suppliers, and constraints from insurers or regulators. If the Client withholds a constraint and later cites it as a defect, that is not a Company default. Design workshops produce decisions that must be stamped; unminuted hallway decisions are not part of the record unless later written.

14. IT Consulting Services and Digital Transformation Services

IT Consulting Services include advisory work, reviews, and facilitation. Digital Transformation Services, where scoped, means a recorded programme of joins, not a slogan. Reports are Deliverables only if identified as such. Meeting attendance alone does not create a report duty. The Company may rely on specialists for narrow questions; the Company remains responsible for coordinating what it has agreed to coordinate, not for every specialist's independent practice unless named as a subcontractor under these terms.

The Client shall not attribute a casual remark in a workshop as a certified finding. Certified findings appear in a stamped Deliverable. The Client shall give timely comments. Silence after ten Working Days from delivery of a draft report may be treated as acceptance of the draft as final if the engagement so states, or otherwise as a waiver of later cosmetic complaints. Publishing Industries operators who engage the Company remain responsible for editorial, defamation, and schedule duties that attach to them as publishers. The Company is not a publisher.

15. Cybersecurity Solutions

Cybersecurity Solutions may include attack-surface reading, control tagging, identity-horizon review, application exposure limited to Authorised Scope, tabletop support, and a verified interpretation of risk around a join. They do not include a promise of undetectability or a transfer of residual risk. Red-team style activity, if any, shall be described with rules of engagement, kill switches, and data-handling limits. The Company will not store trophy exploits. The Client shall not press the Company to understate or overstate a finding.

The Client shall provide a security contact. Shared administrator passwords shall be rotated after use. The Company may refuse to use a personal staff account as the sole test identity.

16. Fees, expenses and tax

Fees are those in the engagement documents, exclusive of VAT and of any similar tax that lawfully applies. The Company may invoice monthly in arrears, or on milestones, or in advance for a reserved bay window, as stated. Expenses for reasonable travel within the United Kingdom, specialist tooling licences required only for the Client, and third-party cloud costs incurred at the Client's request are additional unless the engagement says they are included. The Client shall pay invoices within fourteen days of the invoice date unless another period is stated. Late sums bear interest at the statutory rate for commercial debts in England, together with fixed late-payment compensation where that statute applies. The Company may suspend Services for non-payment after written notice of not less than five Working Days. Suspension is not termination. Time spent preparing a pack for a Client's auditor, insurer, or acquirer is chargeable unless already included. Currency is pounds sterling unless stated. Withholding tax, if any foreign law imposes it, shall not reduce the net amount received by the Company unless a double-tax arrangement and documentation make a different result mandatory; the parties shall cooperate on forms.

17. Change control

A change is any alteration to Authorised Scope, Deliverables, dates that are of the essence, or fees. The Client shall request changes in writing. The Company shall respond with impact on fee, date, and risk. No change is binding until both parties record it. Using a chat message to demand a new plate does not create a change. If the Client persistently directs work outside scope and the Company reasonably performs to protect a live system, the Company may invoice at its then-current rates for that protective work and then pause pending a change note. The Company is not obliged to perform protective work that would itself be unlawful.

18. Client obligations and dependencies

The Client shall supply truthful information, timely access, a named commercial contact, a named technical contact, and a lawful Authorised Scope. The Client shall back up data before a pulse that could disturb a system. The Client shall obtain works-council, union, or employee notices if its local employment law requires them before monitoring staff systems. The Client shall not withhold a known incident from the survey. The Client shall ensure that its users do not sabotage a test window. Failure of these obligations extends dates and may increase fees. The Company may terminate for a material failure that remains unremedied for ten Working Days after notice, or immediately if the failure is unlawful access pressure.

19. Personnel and non-solicitation

The Company may choose which practitioners attend. The Client shall not, without consent, require a named individual as a condition if that individual is unavailable. The Company may use subcontractors, remaining responsible for their performance as if they were the Company's own, except for cloud providers and other independent utilities the Client already uses. Neither party shall, for twelve months after the later of the last invoice or the last on-site day, solicit the other's employees who materially participated in the engagement, except via a genuine public advertisement. A breach of this clause is adequately remedied, among other remedies, by a fee equal to thirty per cent of the solicited person's annualised remuneration, which the parties agree is a genuine pre-estimate of replacement disruption for a specialised St Neots practice.

20. Intellectual property

Upon payment in full of sums due for the relevant Deliverable, the Company assigns to the Client the copyright in original code and original documents created uniquely for the Client as Deliverables, excluding the Company's pre-existing materials, methods, checklists, internal tools, generic libraries, and the pulse-bay method itself. The Company grants the Client a non-exclusive, perpetual, worldwide licence to use those excluded Company materials as embedded in the Deliverables for the Client's internal operation of the Deliverables. The Client grants the Company a licence to use Client materials solely to perform the Services. Each party retains its trade marks. Feedback about the Company's method may be used by the Company to improve its practice without assigning the Client's Confidential Information. The Company may describe the engagement in generic terms for professional history unless the Client has purchased a stricter publicity clause. Source that the Company open-sources, if any, will not include Client Confidential Information.

21. Confidentiality

Each party shall keep the other's Confidential Information secret, using no less care than it uses for its own similar information, and at least reasonable care. Disclosure is permitted to personnel and professional advisers who need it and are bound, and as required by law. Security findings shall be treated as Confidential Information of the Client, except that the Company may retain a minimal professional record of the fact of work. The Company shall not publish a recoverable exploit or a named vulnerability without consent. Anonymised coupon descriptions on https://fabpulse.it.com are permitted if they cannot reasonably identify the Client. Confidentiality survives for five years after the later of the last invoice or the last on-site day, except for trade secrets, which survive while they remain secret, and except for personal data, which follow the Privacy Policy and the engagement.

22. Data protection in engagements

Each party shall comply with UK data protection law in its role. Where the Company processes personal data as processor, the Client is controller, documented instructions are those in the engagement and lawful written updates, and the Company shall not process for its own marketing. Sub-processors, security, deletion, audit cooperation and international transfers shall follow the Privacy Policy principles and any processor schedule attached to the engagement. The Client warrants that it has a lawful basis to instruct the processing. If the Client instructs unlawful processing, the Company shall refuse and record the refusal.

23. Warranties and acceptance

The Company warrants that it will perform the Services with reasonable professional care and skill. Prepackaged Software, SaaS Solutions and Cloud Software Platforms supplied by third parties carry those third parties' warranties only. The Company's warranty does not cover defects caused by Client changes, third-party changes, or use outside the documented environment. The Client shall inspect Deliverables promptly. A Deliverable is accepted if the Client uses it in production, or does not reject it with particularised reasons within ten Working Days of delivery, or pays the related invoice without a written reservation, whichever occurs first, unless the engagement states a different acceptance procedure. Cosmetic complaints after acceptance are not defects. A proved coupon means the test join met the written criterion, not that the whole estate is finished.

24. Liability

Nothing excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under the laws of England and Wales. Subject to that, the Company's total aggregate liability arising out of or in connection with an engagement, whether in contract, tort, misrepresentation or otherwise, shall not exceed the fees paid by the Client to the Company under that engagement in the twelve months preceding the claim, or ten thousand pounds sterling, whichever is greater. The Company shall not be liable for loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, loss of data except to the extent of reasonable restoration cost where the loss was caused by the Company's negligence in performing in-scope work, or for indirect or consequential loss. The Client shall mitigate. The parties agree that the liability cap is reasonable given the nature of Systems Integration Services work on live estates, the Client's duty to maintain backups, and the fees charged. A claim shall be notified in writing with reasonable particularity within twelve months of the date the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, and in any event within two years of the act complained of, except for fraud.

25. Insurance

The Company shall maintain professional indemnity and public liability insurance at levels it reasonably considers appropriate to a practice of its scale. Evidence of cover may be supplied on request in a form that does not itself create a security risk. Insurance does not expand the liability cap. The Client shall maintain insurance appropriate to its estate, including cyber insurance if it considers it necessary. The Company is not the Client's insurer.

26. Termination

Either party may terminate an engagement for material breach that remains unremedied for ten Working Days after written notice, or immediately if the other party becomes insolvent within the meaning of English insolvency law. The Company may terminate immediately if continued performance would, in its reasonable opinion, risk an offence or sanctions breach. On termination the Client shall pay for Services performed and committed non-cancellable costs. The Company shall deliver then-current work product against payment of sums due. Clauses that by nature should survive, including confidentiality, intellectual property, liability, non-solicitation, and governing law, survive.

27. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including infrastructure failure of a third-party cloud or SaaS provider, epidemic, industrial action affecting a supplier, or a lawful government restriction. The affected party shall notify the other and take reasonable steps to resume. If delay continues for more than sixty days, either party may terminate the affected engagement without liability except for sums already due.

28. Non-solicitation of clients

Nothing prevents the Company from working for organisations in the same sector. The Company shall manage conflicts by not using one Client's Confidential Information for another. The Client shall not require an exclusive industry lock unless purchased as a separate covenant with additional fee.

29. Publicity

The Company may list the Client's trading name as a professional reference unless the Client objects in writing. The Client shall not copy the Company's site design, legal pages, or method language as its own product skin.

30. Training and knowledge transfer

Training is included only if listed. Workshop materials are Deliverables if so identified; otherwise they are facilitation aids. Recording of a workshop requires consent of attendees and of the Company. The Client shall not sell the Company's training as its own product. Knowledge transfer does not mean the Company must remain on chat indefinitely after acceptance. A competent receiving team at the Client is a Client obligation. If the Client's receiving team is not competent, that is not a defect in the Deliverable if the Deliverable meets the written criteria.

31. Export, sanctions and modern slavery

The Client shall not instruct the Company to deliver software or technical assistance to a sanctioned person or a prohibited destination. Each party shall comply with applicable UK sanctions and export-control law. Each party warrants that it has reasonable procedures against modern slavery proportionate to its scale. A breach of this clause is material.

32. Anti-bribery

Each party shall comply with the Bribery Act 2010. Neither party shall offer or accept an improper advantage in connection with the Services. Hospitality of modest professional character is not, without more, a breach. The Company may refuse a request that appears to be a disguised facilitation payment.

33. TUPE and employment

The parties intend that the Services do not constitute a service provision change transferring employees under TUPE. If a tribunal later finds otherwise, the Client shall indemnify the Company against employment liabilities that arise solely from that finding, except to the extent caused by the Company's own employment defaults. The Company is not the Client's employer of Client staff.

34. Notices

Notices under these Terms and Conditions shall be in writing to the addresses on record, including help@fabpulse.it.com for the Company and the Client email in the engagement for the Client, and to 154B St. Neots Road, Eaton Ford, ST. NEOTS, PE19 7AD United Kingdom for postal notices to the Company. Email notice is effective when sent, unless a bounce is received. Postal notice is effective two Working Days after posting by first-class post in the United Kingdom. Telephone +44 7123 890123 does not, by itself, vary a written term.

35. Dispute resolution and governing law

The parties shall attempt good-faith negotiation for fourteen days after a written dispute notice. Either party may then suggest mediation in England under a recognised provider, without prejudice to injunctive relief for confidentiality, intellectual property, or unlawful access. Nothing requires mediation before court if a limitation period would expire. Subject to that, the courts of England and Wales have exclusive jurisdiction. The governing law is the law of England and Wales. The Contracts (Rights of Third Parties) Act 1999 is excluded, except that a Company affiliate performing Services may rely on the liability cap and on confidentiality. A party may assign to a purchaser of its business with notice; any other assignment requires consent not to be unreasonably withheld, except that the Company may assign receivables.

36. Entire agreement

The engagement documents and these Terms and Conditions form the entire agreement for the Services and supersede prior proposals on the same subject, without prejudice to liability for fraud. Each party acknowledges it has not relied on a representation not set out in those documents. Website marketing, including pulse-bay metaphors, is not a collateral warranty.

37. Variation

A variation of these Terms and Conditions or of an engagement must be in writing and accepted by both parties, except that the Company may update these published Terms and Conditions for future engagements. A live engagement changes only by the change-control mechanism. Continued performance after a Client portal click-wrap is not acceptance of portal terms that rewrite the liability cap.

38. Waiver

A failure to enforce a right is not a waiver. A waiver must be specific and in writing. A waiver of one breach is not a waiver of later breaches.

39. Regulatory cooperation

If a regulator, a court, or a competent authority lawfully requires information, the Company will cooperate as required. The Client shall not instruct the Company to obstruct. Costs of substantial regulatory assistance beyond a short factual letter may be charged if the request concerns the Client's estate rather than the Company's own affairs. The Company will not provide a comforting letter that contradicts a stamped finding. If the ICO, the FCA, Ofcom, or another body is relevant to a Client product, the Client's counsel leads the relationship. The Company may speak to a regulator about the Company's own processing as described in the Privacy Policy without Client consent.

40. Residual tools

The Company may use generic tools, checklists and pulse-cycle templates on other engagements. Residual knowledge remaining in practitioners' unaided memory may be used, provided Confidential Information is not disclosed. The Client acquires no exclusive right in the pulse-bay method.

41. Third-party utilities

The Company is not responsible for outages of the Client's existing utilities, including identity providers, payment processors, app stores, Software Publishers portals, and Cloud Software Platforms the Client already uses. Advice about those utilities is not a warranty of their future behaviour.

42. Acceptance environments

If the Client has no staging environment that resembles production in the ways that matter, defects that appear only in production after a reasonable staging test are not automatically a Company default. The Client shall not insist on a first pulse in production solely to save the cost of staging unless the engagement records that residual risk as accepted.

43. Open source notices

The Client shall comply with open-source notices supplied in a handover pack. The Company shall not conceal a copyleft obligation it knowingly introduced. The Client shall not demand removal of notices required by a licence.

44. Accessibility of Client products

Accessibility of a Client product is included only if listed, with a named standard. The Company's own website accessibility efforts are not a warranty of a Client product. Public-sector Clients remain responsible for their own accessibility regulations.

45. Records

The Company may keep professional records as described in the Privacy Policy. The Client may request a copy of Deliverables it has paid for. The Company is not an archive of the Client's entire estate.

46. Counterparts

Engagement letters may be signed in counterparts, including electronic signature of a kind recognised in England. A scanned copy is sufficient evidence unless a party reasonably requires wet ink for a particular filing.

47. Relationship

Nothing in these Terms and Conditions creates a partnership, joint venture, or employment. The Company is an independent contractor. The Company has no authority to bind the Client except as expressly written.