Terms of Service
These terms explain how you may use https://www.gnomic.dev, Pathfinder and any free tools, and how Gnomic Limited provides paid software, AI, automation and delivery services.
For paid work, the specific proposal, Statement of Work or written agreement will set out the agreed scope, pricing, timeline and deliverables.
Important note: These terms are intended for business customers. If you are acting as a consumer, different legal rights may apply. Nothing in these terms affects any rights that cannot legally be excluded or limited.
Contents
1. Website and free tools
2. Paid services and project scope
3. Payments, cancellations and acceptance
4. Third-party tools and AI-assisted systems
5. Intellectual property and confidentiality
6. Data protection and security
7. Support, warranties and liability
8. Termination and legal terms
9. Contact
1. Website and free tools
About these terms
These Terms of Service explain how you may use https://www.gnomic.dev and how Gnomic Limited provides its services.
Gnomic Limited, referred to in these terms as “Gnomic”, “we”, “us” or “our”, is a software and AI studio registered in England and Wales under company number 15898888.
In these terms, “you” means the person, business, organisation or other legal entity using this website, submitting an enquiry, using Pathfinder, requesting services, accepting a proposal or engaging us for work.
By using this website, submitting an enquiry, using Pathfinder, requesting services, accepting a proposal, making a payment or engaging us for work, you agree to these terms.
If you use this website or engage us on behalf of a business, organisation or other person, you confirm that you have authority to do so and to bind that business, organisation or person to these terms.
If you do not agree to these terms, you should not use this website, submit an enquiry, use Pathfinder or engage us for services.
If we enter into a separate Statement of Work, proposal, order form, Master Services Agreement, data processing agreement or other written contract with you, that document will take priority if there is any conflict with these terms, but only to the extent of that conflict.
Where a data processing agreement applies, it will take priority for the specific data processing matters it covers.
References to written agreement, written confirmation or agreement in writing include email, electronic signature, proposal acceptance, order form acceptance or another written method we agree to use.
Website use
You may use this website for lawful business and informational purposes only.
You must not use this website in a way that:
- breaches any applicable law or regulation;
- infringes the rights of another person or organisation;
- interferes with the operation, security, integrity or availability of the website;
- attempts to gain unauthorised access to any system, data, account or restricted area;
- introduces malware, malicious code, harmful material or any technology designed to damage, disrupt or interfere with the website;
- overloads, probes, scans, tests, scrapes, extracts, harvests or mines data from the website without permission;
- uses bots, crawlers, scrapers, automated tools or similar technologies to access, copy, monitor, extract or reuse website content without permission;
- uses website content, Pathfinder outputs or free tool outputs to train, fine-tune, test, benchmark or develop AI models, datasets, software products or competing services without permission;
- copies, reproduces, republishes, modifies or reuses website content for commercial purposes without permission;
- submits false, misleading, unlawful, confidential, sensitive or harmful information through any form, tool or assessment;
- misrepresents your identity, authority or relationship with another person or organisation;
- uses the website, Pathfinder or any free tool to generate, support or facilitate unlawful, harmful, misleading or abusive activity.
We may update, suspend, restrict, block access to or withdraw any part of the website at any time, with or without notice.
We may take reasonable steps to protect the website, our systems, our content, our users and our business where we suspect misuse, unauthorised access, automated extraction, security risk or breach of these terms.
Website content
The content on this website is provided for general information only. It is not legal, financial, technical, procurement, compliance, security or professional advice.
Although we aim to keep information accurate and up to date, we do not guarantee that website content will always be complete, current, accurate, suitable for your circumstances or error-free.
Website content, service descriptions, examples, case studies, articles, pricing references, estimated outcomes and other materials do not create a binding scope, fixed deliverable, guaranteed result, fixed price or professional advisory relationship unless this is expressly agreed in writing.
Any information about software, AI, automation, project delivery, technical repair or business improvement is provided as general guidance only and should not be relied on as a substitute for professional advice, technical assessment, discovery, legal review, compliance review or a written project agreement.
You should not rely on website content as the sole basis for making business, technical, legal, financial, procurement, security or compliance decisions.
All website content, including text, graphics, layouts, designs, articles, service descriptions, images, branding and other materials, belongs to us or our licensors unless stated otherwise.
You may view and use website content for your own internal informational purposes, but you must not copy, reproduce, republish, modify, scrape, extract or commercially exploit it without our permission.
Where our website contains links to third-party websites, tools or resources, those links are provided for convenience only. We do not endorse, control or accept responsibility for the content, accuracy, availability, policies, security or practices of third-party websites or resources.
We do not guarantee that this website will always be available, uninterrupted, secure or free from errors, bugs, malware or harmful material.
Pathfinder and free tools
Pathfinder and any other free assessment, report, calculator, checklist or diagnostic tool we provide are offered for general information and guidance only.
Pathfinder reports may be generated or supported using automated tools, including AI-assisted systems. They are designed to help you think through a software, AI, automation or digital project, but they are not a guarantee of technical feasibility, delivery timeline, commercial outcome, cost, suitability, risk level or project success.
Pathfinder reports are based on the information you provide and any assumptions made from that information. If the information you provide is incomplete, inaccurate, unclear or changes later, the report may also be incomplete, inaccurate or unsuitable.
You should not submit confidential, sensitive, regulated, special category, criminal offence, children’s, healthcare, financial, legal or highly commercially sensitive information through Pathfinder or any free tool unless we expressly ask you to do so and appropriate safeguards have been agreed.
Pathfinder and free tools are not designed to make, support or replace regulated, high-risk, safety-critical, legally significant, financial, employment, healthcare, compliance or procurement decisions.
Pathfinder does not replace a detailed discovery process, technical assessment, professional advice, project specification, proposal, Statement of Work or contractual engagement.
Using Pathfinder or any free tool does not create a client relationship, professional advisory relationship or obligation for us to provide paid services, support, follow-up advice or project delivery.
Free tools are provided as-is and may be changed, suspended, restricted or withdrawn at any time, with or without notice.
We are not required to maintain, store, reissue, correct, explain or update any free tool output or Pathfinder report unless we agree otherwise in writing.
We may accept or decline any follow-up enquiry, project or engagement at our discretion.
2. Paid services and project scope
Services and engagements
We provide services such as custom software development, AI-assisted systems, automation, project scoping, technical discovery, software repair, modernisation, delivery support and ongoing improvement work.
Our paid services may include offers such as Forge, Forge: Repair, Campaign or other services described on our website, in a proposal or in another written agreement.
Descriptions of services on our website are for general information only. They do not create a binding scope, fixed deliverable, guaranteed outcome, fixed price or obligation to provide a particular service unless this is confirmed in writing.
We may accept or decline any enquiry, project, engagement or request at our discretion.
Every paid engagement will be confirmed in writing before work begins. This may be through a proposal, Statement of Work, order form, email confirmation or other written agreement.
Unless expressly stated otherwise in writing, proposals, estimates, discussions and draft scopes are provided on a subject-to-contract basis and do not create a binding obligation to begin work, reserve capacity or deliver services.
An engagement is not confirmed, and we are not required to begin work or reserve capacity, until the agreed written scope has been confirmed and any required deposit, upfront payment or first invoice has been paid.
The person approving an engagement on your behalf confirms that they have authority to bind the relevant business, organisation or client entity.
The written scope will usually set out:
- the services to be provided;
- the deliverables;
- the price or pricing model;
- any assumptions, dependencies or exclusions;
- expected timelines or delivery phases;
- payment terms;
- responsibilities on both sides;
- any specific support, warranty or maintenance arrangements.
Any proposal, estimate, price, availability or timeline we provide may be subject to assumptions and may expire if not accepted within the period stated. If no period is stated, we may update or withdraw it before the engagement is confirmed.
Any purchase order, supplier portal terms, procurement document or client terms you provide will be treated as administrative only and will not change the agreed scope, fees, payment terms, legal terms, delivery dates or responsibilities unless we expressly agree to this in writing.
Where multiple documents apply to an engagement, the following order of precedence will apply unless expressly agreed otherwise in writing:
1. any signed Master Services Agreement;
2. any signed Statement of Work;
3. any agreed proposal or order form;
4. these Terms of Service;
5. any invoice or administrative document.
Discovery, diagnostic, repair or stabilisation work may identify additional issues, risks, dependencies or work that were not known at the start. Any additional work may require a revised scope, timeline, price or separate engagement.
We are only responsible for the work expressly included in the agreed written scope.
Scope and change control
We will deliver the work described in the agreed written scope.
Anything not expressly included in the agreed scope is excluded unless we agree otherwise in writing.
The agreed scope may include assumptions, dependencies, exclusions, deliverables, phases, technical approach, timelines, responsibilities and acceptance criteria. If any of these change, the scope, price or timeline may also need to change.
If you request changes, additions, extra work, different functionality, additional integrations, revised designs, new requirements, rework, or changes to previously approved items, we may treat this as a change request.
A change request may need to be approved by an authorised contact or decision-maker on your side before we begin the additional work.
We may provide a revised estimate, quote, timeline, proposal or change note for out-of-scope work. Unless expressly stated otherwise in writing, estimates are indicative only and are not fixed-price commitments.
We are not required to begin out-of-scope work until the change has been agreed in writing and any required payment has been received.
Where you ask us to carry out urgent, additional or out-of-scope work before a formal change note is completed, we may charge for that work on a time-and-materials basis or as otherwise agreed in writing.
Changes may affect price, delivery dates, technical approach, dependencies, acceptance criteria, support requirements and project risk.
Where a request is outside the agreed scope, we may treat it as a separate phase, additional service, new engagement or retained support item.
If new information, technical issues, third-party limitations, data issues, compliance requirements, hidden complexity or project risks are identified during discovery, repair, stabilisation or delivery work, we may need to revise the scope, timeline, cost or technical approach.
Advice, suggestions, discussions, calls, messages or informal comments do not change the agreed scope unless confirmed in writing.
We are not responsible for delays, additional costs, rework or reduced delivery quality caused by changes to your requirements, priorities, instructions, systems, data, team availability, internal approvals or third-party dependencies.
Client responsibilities
To allow us to deliver the work properly, you agree to:
- provide accurate, complete and timely information;
- give access to relevant systems, documents, tools, accounts, people and decision-makers where required;
- nominate an appropriate main contact who is authorised to provide instructions, feedback, approvals and decisions on your behalf;
- provide content, data, credentials, approvals, instructions and feedback where needed;
- review materials, test deliverables and respond within agreed timeframes;
- make decisions needed for delivery and ensure the right people are available to make those decisions;
- ensure that instructions, requirements, business rules, content, data and feedback you provide are accurate, complete and suitable for the agreed work;
- tell us about any assumptions, expectations, workflows, edge cases, compliance needs or operational requirements that may affect the work;
- ensure you have the right to provide any materials, data, credentials, systems access or third-party access you share with us;
- obtain any internal approvals, stakeholder sign-off, legal review, compliance review, procurement approval or budget approval needed for the work;
- maintain appropriate backups of your own systems, data, files and configurations;
- keep appropriate records of your own business decisions, approvals, testing and operational use;
- tell us promptly about any constraints, risks, legal obligations, regulatory requirements, technical issues, third-party dependencies or business-critical deadlines that may affect the work;
- tell us promptly if you become aware of any issue, error, risk, change or dependency that may affect delivery, security, compliance, cost or suitability.
We are entitled to rely on the information, instructions, approvals, materials and feedback you provide.
We are not responsible for assumptions, requirements, workflows, constraints or dependencies that you do not tell us about in reasonable time.
We are not responsible for delay, additional cost, reduced delivery quality, incomplete delivery, rework or unsuitability caused by missing information, late feedback, unavailable stakeholders, inaccurate instructions, unclear requirements, poor data quality, missing approvals, third-party issues, client-side technical issues, internal process delays, or dependencies outside our control.
We are not responsible for legal, regulatory, compliance, procurement, operational or business decisions unless this has been expressly agreed in writing as part of the scope.
If your delay, non-response, unavailable access, missing approval or unresolved dependency prevents work from continuing, we may pause the engagement.
Restarting paused work will be subject to our availability and may require re-planning, revised timelines, updated scope, additional fees or payment in advance.
Timelines
We will use reasonable efforts to meet agreed timelines.
Unless expressly stated in writing, timelines, dates, milestones and delivery estimates are indicative only and are not guaranteed.
Time will not be of the essence unless this is expressly agreed in writing.
Any timeline depends on the engagement being confirmed, required payment being received, and you providing timely access, information, content, data, feedback, approvals, decisions and cooperation.
Any timeline we provide is based on the scope, assumptions, dependencies and information available at the time. If those change, the timeline may also change.
Delivery dates may change where there are delays caused by scope changes, late feedback, missing access, unpaid invoices, delayed approvals, unavailable stakeholders, third-party tools, technical blockers, client dependencies, supplier delays, data issues or events outside our reasonable control.
Where a delay is caused by you, your systems, your suppliers, your stakeholders or your dependencies, we may extend any affected timelines by at least the period of delay and by any additional time reasonably required to reschedule the work.
If work is paused, blocked or delayed, we may not be able to restart immediately. Restarting work will be subject to our availability and may require revised timelines, updated priorities, additional fees or payment in advance.
You are responsible for telling us before work begins if any deadline is business-critical, regulatory, event-based or linked to a fixed external commitment. Unless we expressly agree to that deadline in writing, we will not be responsible for losses caused by missing it.
A delay to an estimated timeline does not automatically entitle you to a refund, discount, termination right or compensation unless this is expressly agreed in writing.
Any urgent, accelerated or priority delivery requirement must be agreed in writing and may be subject to additional fees.
3. Payments, cancellations and acceptance
Fees and payment
Fees will be set out in the relevant proposal, Statement of Work, order form or other written agreement.
Unless otherwise agreed in writing, paid work is not confirmed and we are not required to begin work until the required deposit, upfront payment or first invoice has been paid.
Forge and Forge: Repair engagements may be fixed-price, phased, deposit-based, milestone-based or time-based, depending on the agreed scope. Payment stages will be set out in the relevant written agreement.
For fixed-price or phased work, we may require payment before each phase begins. We may also require final payment before releasing final files, source code, documentation, deployment assistance, production-ready deliverables or other completion materials relating to that phase or engagement.
Forge: Repair work may begin with a paid diagnostic, review or stabilisation phase. Any further repair, rebuild, modernisation or implementation work may be quoted separately once the initial assessment has been completed.
Campaign is usually provided as a monthly retainer and is payable monthly in advance unless otherwise agreed. Retainer capacity is reserved for the relevant billing period and expires at the end of that period unless rollover is expressly agreed in writing.
Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing. We may require shorter payment terms, staged payments, payment in advance or immediate payment where this is stated in the relevant proposal, Statement of Work, invoice or written agreement.
All prices are exclusive of VAT and any other applicable taxes unless stated otherwise. VAT will only be charged where applicable.
You are responsible for any agreed third-party costs, including software licences, hosting, domains, subscriptions, APIs, usage charges, paid tools, stock assets, specialist services or other external costs. We may require these costs to be paid directly by you or paid to us in advance before we incur them.
If an invoice is overdue, we may, without limiting any other rights we have:
- pause work until payment is received;
- withhold unpaid deliverables, files, source code, documentation, deployment assistance, support, maintenance or completion materials;
- suspend support, maintenance, hosting assistance or retained services;
- charge statutory interest and recovery costs where permitted by law;
- require payment in advance for any future work;
- extend any affected timelines by at least the period of delay caused by non-payment, and by any additional time reasonably required to reschedule the work;
- terminate the engagement in line with the relevant agreement.
No ownership, licence or right to use any unpaid deliverable transfers to you until the fees relating to that deliverable have been paid in full, except where expressly agreed otherwise in writing.
You must pay invoices in full without set-off, deduction or withholding unless required by law.
If you dispute an invoice, you must tell us in writing within 7 days of the invoice date and explain the reason for the dispute in reasonable detail. You must still pay any undisputed amount by the due date.
A dispute raised after the 7-day period does not suspend your obligation to pay the invoice by the due date unless we agree otherwise in writing.
Deposits, retainers and cancellations
Where a deposit, upfront payment or retainer is required, work may not begin and capacity is not reserved until payment has been received.
Deposits, retainers and booked work are non-refundable to the extent that work has started, time has been reserved, resources have been allocated, third-party costs have been incurred, or commitments have already been made.
Retainer fees reserve capacity for the relevant billing period. Unless expressly agreed in writing, unused retainer capacity does not roll over and is not refundable.
Unless otherwise stated in the relevant Statement of Work, proposal or written agreement, monthly retainers are subject to a minimum commitment of one billing period and may be cancelled by giving at least 30 days’ written notice, ending no earlier than the end of the current paid billing period.
If discounted, promotional, founding-client or preferential pricing is agreed, any cancellation, pause or reduction in scope may affect that pricing and may require revised fees, terms or scope before work continues.
If you cancel, pause or delay an engagement, you must pay for all work completed, work in progress, time reserved, resources allocated, costs incurred, third-party costs, usage charges, renewal fees, cancellation fees, minimum-term commitments, non-cancellable commitments and any other amounts due up to the cancellation, pause or delay date.
If an engagement is paused or delayed because of your decision, non-response, missing information, unpaid invoice, unavailable access or internal delay, restarting the work will be subject to our availability and may require revised timelines, updated scope, additional fees or payment in advance.
Cancellation, pause or delay does not require us to release unpaid deliverables, source code, files, documentation, deployment assistance or completion materials.
Specific cancellation, refund, pause, notice, minimum commitment or reactivation terms may be set out in the relevant Statement of Work, proposal or written agreement.
Acceptance of deliverables
You are responsible for reviewing deliverables and raising any issues within the review period stated in the relevant scope.
A deliverable will be treated as delivered when it is sent to you, made available for review, deployed to an agreed environment, shared through an agreed platform or otherwise provided in the manner set out in the relevant scope.
If no review period is stated, you should raise any material issues within 10 working days of delivery.
A material issue means a failure that substantially prevents the deliverable from meeting the agreed scope or intended core function.
Any issue you raise must be described in reasonable detail so that we can understand, assess and, where appropriate, correct it.
If you do not raise any material issue within the applicable review period, the deliverable will be treated as accepted.
A deliverable will also be treated as accepted if you approve it, use it in a live or operational environment, share it with users or third parties, rely on it for business purposes, or ask us to proceed to the next phase of work.
We will correct issues that are caused by our failure to deliver against the agreed scope.
Requests for new features, changed requirements, different design preferences, additional functionality, additional integrations, changes to previously approved work, or issues caused by third-party tools, client systems, client data or client instructions will be treated as change requests unless agreed otherwise.
Minor issues, cosmetic preferences, non-material defects or out-of-scope requests do not prevent acceptance of a deliverable that materially meets the agreed scope.
If your review, feedback or approval is delayed, we may treat any affected timelines as extended and may continue to invoice in line with the agreed payment schedule.
Acceptance of a deliverable does not affect any separate warranty, support or maintenance terms expressly agreed in writing.
4. Third-party tools and AI-assisted systems
Third-party tools and services
Our work may involve third-party tools, platforms, APIs, hosting providers, cloud services, analytics tools, payment providers, AI services, open-source software, plugins, integrations or other external systems.
Unless expressly agreed otherwise in writing, you are responsible for any third-party accounts, subscriptions, licences, usage charges, provider terms, policies, approvals, permissions and ongoing costs.
Where possible, third-party tools and services should be held in your own name or account so that you retain control of access, billing, ownership and continuity after our work ends.
You are responsible for reviewing and accepting any third-party terms that apply to your use of a tool, platform, service, API, integration or deliverable.
Where a third-party account, platform or service is owned, selected, approved or controlled by you, you are responsible for its settings, permissions, billing, data handling, legal compliance, security configuration and continued suitability.
We may ask you to approve third-party costs before they are incurred. Where you approve those costs, you are responsible for paying them, including any usage-based charges, subscription fees, renewal fees, overage charges, API charges, storage charges, hosting charges or cancellation fees.
We are not responsible for failures, downtime, pricing changes, usage charges, data loss, security incidents, account restrictions, account suspension, service changes, API changes, provider decisions, functionality changes, policy changes or availability issues caused by third-party providers.
We are not responsible for any suspension, restriction, loss of access, enforcement action or account issue caused by your breach of third-party terms, payment failure, usage pattern, content, data, configuration, internal process or instructions.
We are not responsible for issues caused by your existing systems, legacy software, internal tools, suppliers, hosting environment, account settings, permissions, data quality or third-party configuration unless we have expressly agreed to assess or manage those issues as part of the agreed scope.
If a third-party provider changes, removes, restricts, charges for, suspends or discontinues functionality that affects the work, we may need to revise the scope, timeline, cost, technical approach or support arrangements.
Any work required to replace, repair, reconnect, reconfigure, migrate away from or work around a third-party tool, service, API, integration or provider issue may be treated as additional work unless the relevant issue was caused by our failure to deliver the agreed scope.
We may recommend third-party tools or services, but unless expressly agreed in writing, we do not guarantee their performance, availability, security, pricing, compliance, long-term suitability or continued operation.
Third-party tools and services remain subject to their own terms, licences, policies, data practices and support arrangements.
AI-assisted systems
Some services may involve AI-assisted tools, models, automation, agents, workflows, integrations or generated outputs.
AI-assisted systems can produce inaccurate, incomplete, biased, unexpected, inconsistent or unsuitable outputs. They may require human review, testing, supervision, monitoring, adjustment and ongoing governance.
Unless expressly agreed in writing, AI-assisted outputs should not be treated as final professional advice, legal advice, financial advice, medical advice, compliance advice or a substitute for expert human judgement.
You are responsible for deciding how AI-assisted outputs are used within your organisation and for ensuring appropriate human review, governance, policies, user training, approval processes and compliance controls are in place.
You are responsible for telling us about the intended use of any AI-assisted system, including whether it may be used in a regulated, high-risk, safety-critical, legally significant, employment, healthcare, financial, compliance-sensitive or customer-impacting context.
You are responsible for the accuracy, quality, legality and suitability of any data, content, prompts, instructions, policies, examples, documents or materials you provide for use in an AI-assisted system.
We do not guarantee that an AI-assisted system will produce the same output every time, avoid all errors, identify every risk, comply with every internal policy, or be suitable for all users, contexts, decisions or edge cases.
Where an AI-assisted system depends on third-party models, APIs, platforms or providers, we are not responsible for changes to those third-party services, including changes to availability, pricing, performance, functionality, output quality, safety settings, model behaviour, data handling terms or usage limits.
Unless expressly agreed in writing, we are not responsible for monitoring, validating, auditing or approving AI-assisted outputs after delivery.
Unless expressly agreed in writing, AI-assisted systems must not be used to make or implement high-risk, regulated, safety-critical, legally significant, financial, employment, healthcare or compliance-sensitive decisions without appropriate human review and safeguards.
Unless expressly agreed in writing, AI-assisted systems must not be used to take autonomous external actions, such as sending communications, submitting forms, changing records, approving transactions, making decisions about individuals, triggering payments or altering live systems, without appropriate testing, permissions, safeguards and human oversight.
Any deployment of an AI-assisted system into a live environment should be reviewed, tested and approved by you before use.
We may refuse, pause or stop work where we reasonably believe an AI-assisted use case creates legal, regulatory, security, ethical, safety, discrimination, misuse or reputational risk that has not been properly addressed.
5. Intellectual property and confidentiality
Intellectual property
Unless otherwise agreed in writing, we own all intellectual property rights in our website, brand materials, processes, methods, know-how, templates, prompts, tools, libraries, frameworks, reusable components, internal documentation, development approaches and pre-existing materials.
You retain ownership of any materials, data, content, brand assets, documents or information you provide to us for the engagement. You grant us a licence to use those materials as needed to discuss, plan, deliver and manage the relevant engagement.
Once you have paid all fees due for the relevant engagement, you will own the project-specific deliverables expressly identified in the agreed scope, except for our pre-existing materials, reusable components, third-party materials, open-source software and any items subject to separate licence terms.
No ownership, licence or right to use unpaid deliverables transfers to you until the fees relating to those deliverables have been paid in full, except where expressly agreed otherwise in writing.
Where our pre-existing materials, reusable components, templates, libraries, frameworks, prompts, methods or tools are included in, used to create, or necessary to use a deliverable, we grant you a perpetual, worldwide, non-exclusive licence to use them as part of that deliverable for your internal business purposes.
This licence does not allow you to resell, repackage, copy, extract, reverse engineer, separately commercialise or otherwise exploit our pre-existing materials, reusable components, templates, libraries, frameworks, prompts, methods or tools except as part of your normal use of the agreed deliverable.
Third-party materials, platforms, software, APIs, stock assets, AI services and open-source components remain subject to their own licence terms. You are responsible for complying with any third-party terms that apply to your use of the deliverable.
Unless expressly included in the agreed scope, we are not required to transfer editable design files, raw working files, source code, internal notes, prompts, development tooling, internal documentation, reusable libraries, deployment scripts, configuration files, credentials, research notes, draft materials or other working materials.
Nothing in these terms prevents us from using general skills, experience, ideas, know-how, methods, learning or technical approaches developed or retained during an engagement, provided we do not disclose your confidential information or misuse your project-specific deliverables.
Portfolio use
Where appropriate, and unless agreed otherwise in writing, we may refer to your business as a client.
We may describe the general nature of the work we performed, provided we do not disclose confidential information, sensitive project details, private data or commercially sensitive information.
We may use anonymised or aggregated descriptions of our work, experience, methods or project types for marketing, sales, case study, internal learning or portfolio purposes, provided this does not identify you or disclose your confidential information.
We may refer privately to relevant experience, sectors, project types or similar work in sales discussions, proposals or capability materials, provided we do not identify you or disclose your confidential information without permission.
We will not publish your logo, testimonial, named case study, detailed project information, confidential information, sensitive project details, private data or commercially sensitive information without your permission.
If you provide a testimonial, review, quote or endorsement for publication, you confirm that it is genuine, accurate and based on your experience of working with us. We may edit testimonials for length or formatting, provided we do not materially change their meaning.
Any public reference to you must not imply endorsement, sponsorship, partnership, approval or a wider relationship unless this has been expressly agreed in writing.
Any permission you give for portfolio use may be subject to any reasonable brand, confidentiality or approval requirements agreed in writing.
If you require stricter confidentiality, no public reference or no anonymised reference to the work, this should be agreed in writing before the engagement begins.
Nothing in this section allows us to disclose information that is protected by a separate NDA, data processing agreement or written confidentiality obligation.
Confidentiality
Each party agrees to keep the other party’s confidential information confidential and to use it only for the purpose of discussing, planning, delivering or managing the relevant engagement.
Confidential information includes business information, technical information, project details, commercial information, pricing, credentials, data, documents, designs, plans, processes, know-how, system information and any information that is clearly confidential by nature or context.
Our confidential information includes our methods, processes, templates, frameworks, technical approaches, reusable components, internal documentation, commercial model and any non-public materials we share with you.
Each party may share confidential information with its employees, contractors, professional advisers and service providers where they reasonably need access for the relevant engagement, provided they are subject to appropriate confidentiality obligations.
Each party remains responsible for how its employees, contractors, advisers and service providers use and protect the other party’s confidential information.
Confidential information must not be copied, disclosed, published, shared or used for any purpose outside the relevant engagement unless the disclosing party has given written permission.
Confidentiality obligations do not apply to information that:
- is already public through no fault of the receiving party;
- was already known lawfully before disclosure;
- is received lawfully from another source without a duty of confidentiality;
- is independently developed without using the other party’s confidential information;
- must be disclosed by law, regulation, court order or a competent authority.
If confidential information must be disclosed by law or regulation, the receiving party should, where legally permitted, give the disclosing party reasonable notice before disclosure.
Each party must take reasonable care to protect the other party’s confidential information from unauthorised access, use, loss or disclosure.
If either party becomes aware of unauthorised access, use or disclosure of the other party’s confidential information, it must notify the other party promptly.
On request, each party must return or delete confidential information belonging to the other party, except where it needs to retain copies for legal, regulatory, insurance, accounting, audit, internal record-keeping, backup or dispute-related purposes.
Nothing in this section prevents us from using general skills, experience, ideas, know-how, methods or learning retained in unaided memory, provided we do not disclose or misuse your confidential information.
Confidentiality obligations continue after the engagement ends.
Where appropriate, we may agree a separate NDA before commercially sensitive information is disclosed.
6. Data protection and security
Data protection
Each party must comply with applicable data protection laws, including UK GDPR and the Data Protection Act 2018 where they apply.
How we handle personal data collected through this website, enquiries, callback requests and Pathfinder is explained in our Privacy Policy.
Where we process personal data on your behalf as part of a client engagement, the relevant proposal, Statement of Work, contract or data processing agreement may include additional data protection terms.
Unless expressly agreed otherwise in writing, you are responsible for deciding what personal data is provided to us, why it is provided and whether it is necessary for the agreed work.
You are responsible for ensuring that any personal data you provide to us has been collected, used and shared lawfully, and that you have all required notices, permissions, lawful bases and authority to provide it to us.
You must not provide us with special category data, criminal offence data, confidential client data, regulated data, children’s data or other sensitive personal data unless this is necessary for the agreed work and appropriate safeguards have been agreed in writing.
Where possible, you should avoid sending unnecessary personal data and should anonymise, pseudonymise or minimise data before sharing it with us.
We are not responsible for checking whether the data you provide is complete, accurate, lawful, necessary or suitable for your internal compliance requirements unless this has been expressly agreed in writing.
If a client engagement requires us to process personal data as your processor, we may require a separate data processing agreement before that work begins.
You must tell us promptly if any personal data you have provided to us is inaccurate, unlawfully shared, subject to a deletion request, subject to a regulatory issue, or affected by a suspected or actual data breach.
Security
We will take reasonable technical and organisational measures to protect systems, data and materials that we handle as part of our work.
You are responsible for maintaining appropriate security for your own systems, accounts, credentials, devices, networks, staff access, permissions, backups and internal processes.
You are also responsible for ensuring that any access, credentials, data or materials you provide to us are accurate, lawful, secure and suitable for the agreed work.
Unless expressly agreed in writing, our services do not include formal penetration testing, security certification, regulatory compliance auditing, managed security monitoring, vulnerability management, disaster recovery, business continuity planning or incident response services.
We are not responsible for security issues caused by your systems, third-party tools, legacy software, misconfigured accounts, shared credentials, weak access controls, unauthorised users, missing updates, missing backups or decisions made outside the agreed scope.
You are responsible for keeping secure, current and restorable backups of your own business-critical data, files, systems and configurations.
Where we identify a security concern during the work, we may raise it with you, but this does not mean we are responsible for identifying every security issue or for providing a full security review unless that has been expressly agreed in writing.
7. Support, warranties and liability
Support and maintenance
Support, maintenance, monitoring, hosting, updates, fixes, enhancements and ongoing improvement work are only included where expressly stated in the relevant scope, Statement of Work or written agreement.
Unless support or maintenance is expressly agreed, we are not responsible for maintaining, updating, monitoring, hosting, securing, backing up, improving or supporting deliverables after completion.
Any post-launch support period, response times, service levels, support hours, support channels, retained support arrangements or maintenance responsibilities will be set out in the relevant written scope.
Unless expressly agreed in writing, we do not provide guaranteed response times, guaranteed resolution times, uptime commitments, service credits, out-of-hours support, emergency support, managed hosting, security monitoring, incident response, backup management or disaster recovery services.
Support requests must be submitted through the agreed support channel, contact method or process. Messages sent through other channels may not be treated as support requests unless we agree otherwise.
You must provide reasonable cooperation, access, information, screenshots, logs, reproduction steps, test data, approvals and timely responses needed for us to assess or provide support.
Unless severity levels are expressly agreed in writing, we may determine the priority, urgency and handling of support requests based on the information available to us.
Where support is provided on a retained or time-based basis, unused capacity expires at the end of the relevant billing period unless rollover is expressly agreed in writing.
Support and maintenance do not include new features, changed requirements, design changes, new integrations, major version upgrades, platform migrations, third-party changes, security audits, performance optimisation, training, content updates, data correction or work caused by client-side changes unless expressly agreed in writing.
We are not responsible for issues caused by third-party tools, hosting providers, APIs, plugins, platforms, AI services, open-source components, client systems, user actions, unauthorised changes, incorrect use, missing backups, missing updates, data issues or changes made by anyone other than us.
If you or a third party modify, move, reconfigure, connect to, update or otherwise change a deliverable after completion, any resulting support, repair, investigation or correction work may be treated as additional chargeable work.
We may limit support to the version, configuration, environment or setup delivered by us, or to versions that remain reasonably current, secure and supported by relevant third-party providers.
We may provide advice, fixes or support where appropriate, but this does not create an ongoing obligation to provide further support unless agreed in writing.
Warranties
We will provide our services with reasonable skill and care.
Unless expressly agreed in writing, we do not warrant that any website, software, automation, AI system, report, recommendation, integration or deliverable will be uninterrupted, error-free, completely secure, free from vulnerabilities, compatible with all systems, suitable for every possible use, or capable of meeting future requirements that were not included in the agreed scope.
We do not guarantee any particular commercial result, revenue increase, cost saving, conversion rate, funding outcome, operational improvement, search ranking, advertising performance, user adoption result, return on investment or other business outcome.
We do not warrant that any deliverable will remain compatible with future versions, updates, policies, pricing, APIs, platforms, third-party tools, AI models, browsers, operating systems, hosting environments or external services unless ongoing support or maintenance has been expressly agreed in writing.
Any examples, estimates, forecasts, recommendations, proposal content, Pathfinder outputs, website content or sales discussions are provided for guidance only and do not create a warranty, guarantee or binding commitment unless expressly included in the agreed written scope.
To the fullest extent permitted by law, all warranties, conditions, representations or other terms that might otherwise be implied by statute, common law, trade usage, course of dealing or otherwise are excluded, except where they cannot legally be excluded.
Nothing in this section limits any warranty or support obligation expressly agreed in a Statement of Work, proposal or other written agreement.
Liability
Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot legally be limited or excluded.
Subject to the above, we are not liable for:
- loss of profits;
- loss of revenue;
- loss of business;
- loss of goodwill;
- loss of anticipated savings;
- loss or corruption of data;
- business interruption;
- indirect or consequential loss;
- losses caused by third-party tools, platforms or providers;
- losses caused by your instructions, data, systems, decisions or internal processes;
- losses caused by your failure to maintain backups, access controls, security processes or appropriate human review;
- losses arising from use of deliverables outside the agreed scope or intended purpose;
- losses arising from changes to third-party platforms, APIs, software, hosting, AI models, policies, pricing or availability.
Subject to the above, our total liability for all claims arising from or relating to a specific paid engagement is limited to the total fees paid by you to us for that engagement in the 12 months before the claim arose, excluding VAT, expenses, third-party costs, pass-through charges and any amounts paid for unrelated services.
Where a claim relates only to a specific phase, deliverable or item of work, our liability is limited to the fees paid for that specific phase, deliverable or item of work.
The website, Pathfinder and any free tools are provided for general information and guidance only. To the fullest extent permitted by law, we do not accept liability for any loss arising from your use of, or reliance on, the website, Pathfinder or any free tool.
This does not mean that we exclude or limit any liability that cannot legally be excluded or limited.
Each limitation and exclusion in this section applies as far as permitted by law.
8. Termination and legal terms
Termination
Either party may terminate an engagement in accordance with the relevant Statement of Work, proposal or written agreement.
If no specific termination terms apply, you may terminate an ongoing engagement by giving us written notice. Termination will not affect any fees already due, any minimum commitment, any notice period, or any payment obligation set out in the relevant proposal, Statement of Work or written agreement.
For monthly retainers, including Campaign, termination will take effect at the end of the current paid billing period unless a longer notice period is agreed in writing. Retainer fees are not refunded for part-used billing periods unless we agree otherwise in writing.
On termination, you must pay all unpaid fees for work completed, work in progress, time reserved, costs incurred, non-cancellable commitments, third-party costs and any other amounts due up to the termination date.
We may suspend work, restrict delivery or terminate an engagement immediately if:
- payment is overdue;
- you materially breach these terms or the relevant agreement;
- required information, access, approvals or feedback are not provided;
- your delay, non-response or unavailable access prevents work from continuing;
- you ask us to carry out work outside the agreed scope without agreeing the required change, fee or timeline;
- continuing the work would create legal, regulatory, security, ethical, technical or reputational risk;
- your systems, data, instructions or third-party providers create a risk we cannot reasonably manage;
- there is a breakdown in the working relationship that makes continued delivery unreasonable.
If work is suspended or paused, restarting the engagement will be subject to our availability and may require revised timelines, additional fees, updated scope or payment in advance.
Termination does not require us to release unpaid deliverables, source code, files, documentation, deployment assistance or completion materials.
Termination does not affect any payment obligations, confidentiality obligations, accrued rights, IP restrictions, liability limits, data protection obligations or other terms intended to continue after termination.
Force majeure
We are not responsible for any delay or failure to perform our obligations where that delay or failure is caused by events outside our reasonable control.
This may include outages, cyber incidents, third-party platform failures, hosting failures, internet or telecommunications issues, strikes, labour shortages, illness, legal or regulatory changes, extreme weather, fire, flood, supply issues, power failures, acts of government, war, terrorism, civil unrest, pandemic, epidemic or other events beyond our reasonable control.
Where a force majeure event affects our ability to perform, we may extend any affected timelines by a reasonable period and may adjust the scope, delivery approach or schedule where needed.
Only the obligations affected by the force majeure event will be suspended or delayed. Any unaffected obligations should continue where practical.
We will take reasonable steps to reduce the impact of the event where practical, but we are not required to accept alternative performance, substitute arrangements, changed payment terms, different tools, different suppliers or workarounds unless we agree to them in writing.
We are not responsible for delays, additional costs or failure to perform caused by the force majeure event.
If a force majeure event continues for a prolonged period and materially prevents the engagement from continuing, either party may terminate the affected engagement by giving written notice.
Force majeure does not affect your obligation to pay any fees, costs or expenses already due for work completed, time reserved, commitments made or third-party costs incurred before or during the force majeure event.
Non-solicitation
During a paid engagement and for 12 months after it ends, you must not knowingly solicit, approach, induce or encourage any Gnomic employee, contractor or supplier who was materially involved in delivering the services to leave Gnomic or to work with you directly, unless we agree otherwise in writing.
This restriction applies to direct and indirect approaches, including approaches made through another person, company, recruiter, agency or connected business.
This does not prevent you from hiring someone who responds independently to a general public recruitment advert or opportunity that is not targeted at that person.
This section does not prevent ordinary professional contact that is unrelated to recruitment, direct engagement or bypassing Gnomic.
General terms
If any part of these terms is found to be invalid, unlawful or unenforceable, the remaining parts will continue in effect.
If we do not enforce a right or remedy under these terms, or delay enforcing it, this does not mean we have waived that right or remedy.
You may not assign, transfer or subcontract your rights or obligations under these terms or any engagement without our prior written consent.
We may assign, transfer or subcontract our rights or obligations where reasonably necessary for business operations, service delivery, restructuring, sale of business, use of contractors or use of specialist providers, provided this does not materially reduce your rights under the relevant engagement.
Nothing in these terms creates a partnership, joint venture, employment relationship, agency relationship or fiduciary relationship between you and us.
Except where expressly stated otherwise, no person other than you and us has any right to enforce these terms.
Any formal notice relating to these terms or an engagement must be given in writing and sent to the contact details set out in the relevant proposal, Statement of Work or written agreement, or to any updated contact details notified in writing.
These terms, together with any relevant proposal, Statement of Work, order form, data processing agreement or other written agreement, form the agreement between you and us for the relevant engagement.
You confirm that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in the relevant written agreement, except where the law does not allow such reliance to be excluded.
Governing law
These terms, and any dispute or claim arising out of or in connection with them, their subject matter, formation or non-contractual obligations, are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with these terms, this website, our services, their subject matter, formation or non-contractual obligations.
Updates to these terms
We may update these terms from time to time.
The latest version will always be published on this page.
Your continued use of the website, Pathfinder or any free tool after an update means you accept the updated terms for that continued use.
For paid engagements, the terms in place at the time the relevant agreement is made will usually apply to that engagement unless we agree otherwise in writing.
Updates to these terms will not materially change the agreed scope, fees, payment terms, ownership terms, liability position or other key commercial terms of an existing paid engagement unless this is agreed in writing.
Additional or service-specific terms may apply to particular services, tools, offers, beta features or engagements. Where this applies, those terms will be made available or agreed separately.
9. Contact
Contact
Questions about these terms?
Email: hello@gnomic.dev
Website: https://www.gnomic.dev
Gnomic Limited
Winchester
United Kingdom