Terms of Business and Website Use

Definitions and interpretation

In these Terms, capitalised expressions have the meanings set out in this clause unless the context requires otherwise.

1. (a)

   Business Customer means a person acting for purposes relating wholly or mainly to that person's trade, business, craft or profession.

2. (b)

   Consumer means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession.

3. (c)

   Customer, you and your mean the person identified in the relevant Order and any person authorised to act on that person's behalf.

4. (d)

   Deliverable means any file, design, document, code, configuration, report, licence, access right, deployment, integration, account transfer or other output expressly identified in the Order.

5. (e)

   Digital Product means software, a template, downloadable material, licence, digital tool, code library, data file or other digital content supplied other than on a tangible medium.

6. (f)

   Order means an order accepted by us and includes the applicable Quotation, Statement of Work, package or plan description, requirements record, invoice, change order and Special Terms.

7. (g)

   Services means the professional, technical, development, design, support, consultancy, implementation, hosting, automation, managed or other services identified in an Order.

8. (h)

   Special Terms means written terms expressly agreed by an authorised representative of each party for a particular Order.

9. (i)

   Working Day means a day other than Saturday, Sunday or a public holiday in England when banks in London are open for business.

Our identity

Involvec Solutions Ltd is a private company limited by shares incorporated in England and Wales under company number 17115800. Our registered office is 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom.

General customer-service enquiries should be sent to support@involvecsolutions.com. Formal legal correspondence should be sent to legal@involvecsolutions.com.

Application of these Terms

These Terms govern access to and use of the website and every enquiry, Quotation, Order, Digital Product, package, subscription and supply of Services by us, unless a signed agreement expressly states that it replaces these Terms.

By submitting an Order, accepting a Quotation, authorising work to commence, paying an invoice, accessing a Digital Product or using a Service, the Customer confirms acceptance of the contract documents applicable to that transaction.

Order of precedence

If the contract documents are inconsistent, the following order of precedence applies: first, signed Special Terms; second, the accepted Statement of Work or Quotation; third, an accepted change order; fourth, the Order summary or invoice; fifth, these Terms; and sixth, general descriptions appearing elsewhere on the website.

A statement made in sales material, a demonstration, a proposal or informal correspondence does not amend an Order unless it is expressly included in the accepted contract documents.

Customer status and authority

The Customer must state accurately whether it is contracting as a Consumer or Business Customer. If an individual places an Order on behalf of an organisation, that individual warrants that they have authority to bind the organisation.

A person placing an Order must be at least 18 years old and legally capable of entering into the contract.

Website use and account security

1. (a)

   The Customer must provide complete, accurate and current registration, billing and contact information.

2. (b)

   Account credentials, verification codes, API keys and secure links must be kept confidential and must not be shared except with properly authorised personnel.

3. (c)

   The Customer is responsible for activity carried out through its account until it has notified us of suspected unauthorised access and taken reasonable steps requested by us.

4. (d)

   We may require identity, authority, sanctions, fraud or payment verification before accepting an Order or releasing a high-value Deliverable.

Website information and invitations to treat

Descriptions, illustrations, case studies, indicative prices, availability statements and delivery estimates displayed on the website are provided for general information and constitute invitations to enquire or order. They are not binding offers capable of acceptance.

We may correct an obvious error in price, specification or availability before accepting an Order. If payment has already been collected for an Order we decline, we will return the amount received for the rejected Order, subject to any lawful deduction for work already expressly authorised and supplied.

Quotations and contract formation

A Quotation is valid only for the period stated in it and may be withdrawn before acceptance. Acceptance of a Quotation is subject to our confirmation, satisfactory verification and receipt of any required deposit or initial payment.

A contract is formed when we issue written acceptance, confirm the Order, commence authorised work after receiving payment, provide access to a Digital Product or otherwise communicate acceptance. An automated acknowledgement or payment receipt does not, by itself, oblige us to accept an unlawful, unsupported, fraudulent, unavailable or materially mispriced Order.

Right to refuse or cancel before acceptance

We may refuse or cancel a proposed Order before acceptance where there is insufficient capacity, a material pricing or specification error, an unsupported requirement, an unlawful or restricted use, a sanctions or fraud concern, a security risk, a payment-provider restriction or a third-party dependency we cannot reasonably satisfy.

If we cancel before substantive performance begins, we will refund amounts received for the cancelled work. If authorised work or non-cancellable costs have already been incurred, the refund will be assessed in accordance with the Refund and Cancellation Policy and mandatory law.

Scope of supply

Our obligations are limited to the Services, Deliverables, quantities, environments, integrations, usage limits, revision allowances, support commitments and acceptance criteria expressly stated in the Order.

Any item not expressly included is excluded. Without limitation, content creation, data cleansing, migration, regulatory approval, accessibility certification, penetration testing, app-store acceptance, search ranking, hosting, paid licences, ongoing maintenance and compatibility with unspecified environments are excluded unless the Order states otherwise.

Assumptions and dependencies

An Order may be priced and scheduled on stated or reasonably apparent assumptions concerning Customer systems, data quality, access, decision-making, third-party availability and technical conditions.

If an assumption is materially incorrect, a dependency changes or previously undisclosed work becomes necessary, we may propose a change to scope, price, sequence or delivery dates before continuing the affected work.

Fees, currency and taxes

Fees are stated in pounds sterling unless another currency is expressly identified. Fees exclude VAT and other sales, use, withholding or similar taxes unless the Order states that they are included.

The Customer is responsible for taxes, duties and regulatory charges arising from its purchase, except taxes imposed on our net income. If the Customer is required by law to withhold tax, it must provide valid evidence and, where lawfully agreed, gross up the payment so that we receive the amount invoiced.

Third-party expenditure

Domains, cloud usage, hosting, licences, paid APIs, app-store charges, advertising spend, stock assets, verification fees, payment-provider charges and other third-party expenditure are included only if expressly stated.

We may require third-party expenditure to be paid in advance. Once ordered, activated, consumed or made non-cancellable by the supplier, that expenditure remains payable and is not refundable except to the extent we obtain a corresponding credit from the supplier.

Deposits, setup fees and milestone payments

Deposits, setup fees, booking fees and milestone payments are payable at the times stated in the Order. A deposit is applied against fees and costs properly due; it is not automatically forfeited merely because an Order is cancelled.

A separately identified booking or reservation fee may be non-refundable to the extent that it fairly represents delivery capacity reserved exclusively for the Customer and the restriction is prominently disclosed before the Order is placed.

Setup fees are earned as discovery, onboarding, configuration, account creation, technical preparation or other setup activity is carried out.

Invoices and payment

Invoices are payable by the due date stated on the invoice. Payment is complete only when cleared funds are received and are not subject to reversal, retrieval, chargeback or similar dispute.

The Customer must raise a genuine invoice query promptly and pay any undisputed portion by the original due date. A Business Customer may not set off or withhold payment unless expressly agreed in writing or required by law.

Late or failed payment

If payment is late, failed, reversed or disputed, we may pause performance, remove access, withhold Deliverables, decline deployment, suspend support and revise delivery dates until the account is brought up to date.

For Business Customers, we reserve the right to claim statutory interest, fixed compensation and reasonable recovery costs available under applicable late-payment legislation or any agreed contractual rate that lawfully applies.

Customer obligations

1. (a)

   provide complete and accurate requirements, content, data, approvals, credentials and access by the dates reasonably requested;

2. (b)

   appoint an authorised decision-maker and ensure that instructions and feedback are complete, consistent and consolidated;

3. (c)

   maintain lawful rights to all Customer materials, instructions, data, brands, claims and systems supplied or made available to us;

4. (d)

   maintain current, tested backups before permitting migration, deployment, integration or modification of any system;

5. (e)

   obtain all consents, licences, policies and regulatory permissions required for the Customer's business and intended use;

6. (f)

   review Deliverables and report material non-conformities within the applicable review period; and

7. (g)

   cooperate reasonably with security, payment, identity and authority checks.

Project communications and approvals

We may rely on instructions and approvals received from the Customer's nominated contact, account, verified email address or authorised representative.

An approval may be recorded through the customer dashboard, email, project-management system, support channel, signed document or another agreed electronic method. The Customer must notify us promptly if the authority of a representative changes.

Delivery dates and time estimates

A delivery date is an estimate unless the Order expressly states that the date is fixed and legally essential. Time is not of the essence merely because an indicative date or target date is stated.

We will use reasonable efforts to meet agreed dates, but performance depends on Customer cooperation, third-party systems, review cycles, payment and events outside our reasonable control.

Customer delay, suspension and remobilisation

A delay caused by the Customer or a Customer dependency extends affected dates by at least the period of delay together with reasonable remobilisation time. We may charge additional costs reasonably caused by repeated rescheduling, unavailable access, fragmented feedback, changed instructions or rework.

If the Customer is unresponsive for 30 consecutive days, we may place the Order on hold. If inactivity continues for 60 consecutive days, we may close or terminate the affected work, invoice work performed and require a new timetable, revised Quotation or restart fee before resuming.

Change control

A change to scope, assumptions, quantity, technical environment, integration, sequence, content volume, design direction, data volume, usage limit, acceptance criterion or delivery method is a change request.

We are not obliged to implement a change until its effect on fees, timing, dependencies and acceptance criteria has been agreed. Where the Customer expressly directs urgent out-of-scope work before a formal change order is issued, that work is chargeable at the agreed rate or, if none is stated, a reasonable market rate.

Revisions

Included revisions are limited to adjustments within the approved brief and the number or period stated in the Order.

A replacement brief, new concept, additional page, new module, new integration, material reversal of an approved decision or correction of Customer-supplied information is not an included revision unless the Order expressly states otherwise.

Delivery

A Deliverable is delivered when it is made available through the customer dashboard, secure link, email, repository, cloud environment, hosting account, deployment, credentials transfer, licence activation, download, demonstration or another method agreed in the Order.

Delivery does not depend on the Customer immediately opening, downloading or using the Deliverable, provided it has been made available through an agreed and reasonably accessible method.

Review and acceptance

The Customer must review each Deliverable within the period stated in the Order or, if none is stated, seven calendar days after delivery. Any rejection must identify a material failure to meet an express requirement and provide sufficient detail for us to reproduce and investigate it.

For a Business Customer, a Deliverable is operationally accepted when the Customer approves it, uses it in production, supplies it to an end user, instructs us to proceed to the next stage or fails to give a valid rejection notice within the review period.

For a Consumer, acceptance and remedies remain subject to mandatory consumer law. Operational acceptance does not remove a mandatory remedy for a latent defect that could not reasonably have been discovered during the review period.

Staged and partial delivery

An Order may be divided into files, modules, environments, milestones, releases or other separately identifiable parts. Each part is treated as separately delivered when made available in accordance with the clause headed Delivery.

Cancellation of an undelivered balance does not unwind the supply, licence, access or value of a part already delivered. The amount attributable to a delivered part remains payable and is not refundable merely because a later part is cancelled.

If the Order does not allocate a price to each stage, the reasonable value of work performed and delivered may be determined by reference to time records, complexity, expenditure, resources committed and the proportion of the agreed scope completed.

Consumer cancellation rights

Where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply, a Consumer will normally have 14 days to cancel a qualifying distance contract for Services, subject to the statutory exceptions and conditions.

If a Consumer expressly requests that Services begin during the cancellation period, the Consumer must pay a proportionate amount for Services supplied before cancellation. The cancellation right ends when the Services have been fully performed if performance began with the Consumer's prior express request and acknowledgement that the right would be lost on full performance.

For Digital Products supplied other than on a tangible medium, the cancellation right may be lost when supply begins if the Consumer gave prior express consent to immediate supply and acknowledged that the cancellation right would be lost.

Refunds and cancellation charges

The Refund and Cancellation Policy forms part of these Terms. A refund assessment may deduct the value of Services performed, Deliverables supplied, work in progress, reserved capacity, setup activity and non-cancellable third-party expenditure, to the extent permitted by law.

After a Deliverable has been supplied, deployed, activated, transferred or made available, no change-of-mind refund is due for that delivered part. Where multiple files or stages are involved, delivered parts remain separately chargeable.

Subscriptions and recurring Services

A subscription continues for the initial term stated in the Order and renews at the stated interval unless cancelled in accordance with the plan terms or mandatory law.

Cancellation prevents future renewal after the applicable notice period. It does not ordinarily produce a refund for the current billing period, setup work, usage consumed, Services already performed, capacity reserved or third-party expenditure already incurred.

We may change subscription fees, included features or limits on reasonable prior notice. A material change taking effect at renewal may be rejected by cancelling before the renewal date.

Digital Product licences

Unless the Order expressly transfers ownership, a Digital Product is licensed, not sold. The licence is limited, non-exclusive, non-transferable and subject to the user, device, domain, environment, territory, usage and duration restrictions stated in the Order or product documentation.

The Customer must not resell, sublicense, publish, share keys, remove proprietary notices, circumvent technical controls, reverse engineer or extract source code except to the limited extent that applicable law permits and does not allow the restriction to be excluded.

Our intellectual property

We and our licensors retain ownership of our name, marks, website, know-how, methods, development tools, prompts, reusable code, generic modules, libraries, templates, design systems, pre-existing materials and improvements that are not expressly identified as Customer-owned final Deliverables.

No implied transfer of intellectual property arises merely because an item was used in performing the Services or included in a Deliverable.

Rights in commissioned Deliverables

Subject to receipt of all cleared amounts due for the relevant Deliverable, the Customer receives the ownership or licence rights expressly stated in the Order.

Where ownership of bespoke final work is agreed to transfer, the transfer excludes our pre-existing materials, generic components, third-party materials and tools. The Customer receives the licence reasonably necessary to use embedded retained materials as part of the paid Deliverable.

Customer materials and warranties

The Customer retains ownership of materials it supplies and grants us a non-exclusive, worldwide licence to host, copy, adapt and use those materials only as reasonably necessary to perform the Order, maintain security and backups, and comply with law.

The Customer warrants that its materials, instructions, datasets, claims and intended uses are lawful, accurate, properly licensed and do not infringe intellectual property, privacy, confidentiality or other rights.

Portfolio use

Unless the Order contains a written confidentiality, white-label or non-publicity restriction, we may identify the Customer and display non-confidential work that has already been publicly launched in our portfolio and credentials materials.

We will not disclose source code, credentials, private data, unpublished strategy or other confidential information for portfolio purposes.

Confidentiality

Each party must protect the other party's confidential information with at least reasonable care and use it only for performing, receiving or enforcing the contract.

Confidential information does not include information that becomes public without breach, was lawfully known without restriction, is independently developed without use of the information or is lawfully received from a third party.

Disclosure is permitted to personnel, contractors, service providers and professional advisers who need to know and are subject to appropriate duties, and where required by law, court order or competent authority.

Data protection

Each party must comply with data protection law applicable to its own processing. Our processing as controller is described in the Privacy Notice.

Where we process personal data solely on a Business Customer's documented instructions, the parties must comply with the applicable data-processing terms, including the requirements governing instructions, confidentiality, security, subprocessors, assistance, deletion and international transfers.

Third-party services

Hosting providers, registries, payment providers, app stores, cloud platforms, APIs, AI providers, software vendors and other third parties operate under their own terms, service levels, pricing and policies.

We are not responsible for a third party's outage, discontinuation, account decision, application rejection, policy change, security incident or price change, except to the extent that our own breach of contract or negligence caused the loss and liability cannot lawfully be excluded.

AI-assisted tools and outputs

We may use AI-assisted tools as part of research, development, testing, automation, support or content workflows where appropriate. We remain responsible for performing the contracted Services with the standard required by the Order and applicable law.

Unless expressly included, an AI-generated or AI-assisted output is not represented as infallible, legally compliant, factually complete or suitable for a regulated or high-impact decision without appropriate human review by the Customer and, where necessary, a qualified adviser.

Security and Customer backups

We will apply technical and organisational safeguards reasonably appropriate to the Services. No software, network, cloud platform or transmission method can be guaranteed completely secure, uninterrupted or free from every vulnerability.

Unless managed backup and recovery is expressly included, the Customer remains responsible for current, tested backups of its source data, content, systems and production environment before and after delivery.

Standard of performance and defects

We will perform the Services with reasonable care and skill. Digital content supplied to Consumers will comply with the standards and remedies imposed by applicable consumer law.

If a Deliverable materially fails to meet an express requirement, the Customer must provide reasonable particulars and allow us a fair opportunity to investigate and, where appropriate, repair, repeat, replace, reperform or redeliver it.

A preference change, omitted requirement, unsupported environment, Customer modification, misuse, third-party failure or commercial result outside our control is not, by itself, a defect in our performance.

Support and maintenance

Post-delivery support, monitoring, maintenance, updates, content changes, compatibility work, security remediation and incident response are included only for the period and scope stated in the Order.

Work requested outside the included support period or caused by Customer or third-party changes may be separately chargeable.

Suspension

We may suspend performance, access or release of Deliverables where payment is overdue or reversed, verification is incomplete, the Customer breaches the contract, use is unlawful or abusive, security is at risk, sanctions may apply or a third-party provider reasonably requires action.

Where practical and lawful, we will give notice and an opportunity to remedy the issue. Immediate suspension may be necessary for fraud, serious security risk, unlawful activity or urgent protection of systems and users.

Termination for breach

Either party may terminate an Order for a material breach that the other party fails to remedy within 14 days after receiving written notice specifying the breach, if the breach is capable of remedy.

We may terminate immediately for fraud, deliberate abuse, illegal activity, serious security risk, repeated non-payment or an insolvency event to the extent permitted by law.

Consequences of termination

Termination does not affect accrued rights. The Customer must pay for Services performed, Deliverables supplied, work in progress reasonably completed to the termination date, capacity committed, approved expenses and non-cancellable third-party costs.

Subject to payment and the agreed intellectual-property terms, we will provide Deliverables completed and payable at termination in their then-current form where reasonably practicable and lawful.

Clauses concerning payment, intellectual property, confidentiality, data protection, liability, evidence and disputes survive termination to the extent necessary to give them effect.

Business Customer indemnity

A Business Customer shall indemnify us against third-party claims, liabilities, losses and reasonable professional costs arising from Customer materials, unlawful instructions, infringement, misuse of a Deliverable or breach of the warranties in the clause headed Customer materials and warranties, except to the extent caused by our breach, negligence or wilful misconduct.

We will give reasonable notice of a claim and permit the Business Customer to participate in its defence, provided that no settlement admitting our liability or imposing an obligation on us may be agreed without our written consent.

Liability that is not excluded

Nothing in the contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, deliberate default, breach of a right that cannot lawfully be excluded or any other liability that applicable law prohibits from being excluded or limited.

Liability to Consumers

If the Customer is a Consumer, we are responsible for losses that are a foreseeable result of our breach or failure to use reasonable care and skill. We are not responsible for business losses suffered by a Consumer or for losses caused by information, access or action for which the Consumer is responsible.

Nothing in these Terms restricts a Consumer's statutory remedies for non-conforming Services or Digital Products.

Liability to Business Customers

Subject to the clause headed Liability that is not excluded, we are not liable to a Business Customer for loss of profit, revenue, anticipated savings, goodwill, business opportunity, contract, reputation, data or use, or for indirect or consequential loss.

Subject to the clause headed Liability that is not excluded, our aggregate liability arising out of or in connection with a particular Order, whether in contract, tort, misrepresentation, restitution or otherwise, shall not exceed the total fees paid or payable to us under that Order during the 12 months immediately preceding the event giving rise to the claim.

The exclusions and cap apply only to the extent reasonable and legally enforceable in the circumstances.

Events outside reasonable control

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including utility or network failure, widespread cyberattack despite reasonable safeguards, natural disaster, epidemic, war, civil disturbance, labour dispute, governmental action, sanctions, platform outage or supplier failure that could not reasonably have been avoided.

The affected party must notify the other when reasonably practicable and use reasonable efforts to mitigate the effect. Payment obligations for Services already supplied are not excused.

Legal and regulatory compliance

The Customer must not use the Services or Deliverables in breach of sanctions, export controls, anti-money-laundering requirements, intellectual-property law, privacy law, cybercrime law, consumer law or payment-provider restrictions.

We may conduct reasonable business-model, identity, transaction, sanctions and location checks and may refuse, suspend or report activity where required by law or a financial or platform partner acting lawfully.

Payment disputes and chargebacks

A Customer should first send a detailed billing or delivery concern to support@involvecsolutions.com so that it can be investigated. This does not remove a non-waivable right to contact a bank, card issuer, payment provider, court or regulator.

A chargeback or payment reversal does not, by itself, cancel the underlying contract, transfer ownership of unpaid Deliverables or establish that no amount is due.

We may provide the payment provider with the Order, consent record, applicable policy record, communications, invoices, delivery and access logs, repository events, acceptance history and other relevant evidence.

Notices and electronic records

A notice relating to an Order may be sent to the verified email address or account notification channel associated with that Order. The Customer must keep its details current.

Electronic signatures, account records, checkout consents, timestamps, emails, project messages, access logs, download logs, repository activity, deployment records and payment-provider records may be relied upon as evidence, subject to applicable evidential rules.

Assignment and subcontracting

The Customer may not assign or transfer an Order without our prior written consent, not to be unreasonably withheld where the proposed transferee is suitable and all amounts due are paid.

We may use suitably qualified employees, contractors and service providers and remain responsible for our contractual obligations. We may assign an Order as part of a bona fide corporate reorganisation, financing or sale of substantially all relevant business assets, provided the Customer's material rights are not reduced.

General provisions

The contract constitutes the entire agreement concerning its subject matter and supersedes prior discussions and representations, but does not exclude liability for fraud or fraudulent misrepresentation.

A failure or delay in enforcing a right is not a waiver. A waiver must be specific and in writing. If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions continue in force.

No person other than a party to the contract has a right to enforce it under the Contracts (Rights of Third Parties) Act 1999 unless the Order expressly states otherwise.

Changes to website terms

We may revise terms governing future website use and future Orders by publishing an updated version. An update does not retrospectively alter an accepted Order unless the change is required by law or agreed by the parties.

Governing law and jurisdiction

The contract and any non-contractual obligation arising from it are governed by the laws of England and Wales.

If the Customer is a Business Customer, the courts of England and Wales have exclusive jurisdiction unless signed Special Terms state otherwise.

If the Customer is a Consumer, the Consumer may also rely on mandatory protections and bring proceedings in any court made available by applicable consumer law in the place where the Consumer lives.

Standard Packages and Subscription Orders

A standard Package or Subscription is purchased on the basis of the published offer, the options selected at checkout, the Order summary, these Terms and the policies incorporated into the Order. It does not ordinarily require a separately negotiated or manually signed project agreement.

The absence of a separate signed document does not mean that no agreement exists. A binding online contract is formed when Involvec Solutions accepts the Order in accordance with these Terms.

A Quotation, Statement of Work, signature or separately negotiated Special Terms are required only where Involvec Solutions identifies them as necessary, including for a Custom Project, unusual risk, material variation or work outside a published Package or Subscription.

Order Confirmation and Service Record

After an Order is accepted, Involvec Solutions will make an Order confirmation or Service record available by email, through the Customer account dashboard, or through another durable electronic method that the Customer can retain.

The Order confirmation or Service record may identify the Service purchased, selected options and add-ons, billing basis, price, requirements status, included scope, material exclusions, revision allowance, support period, cancellation information and the policies applying to the Order.

The Customer must review the confirmation promptly and report an evident error. A correction of an administrative error does not expand the purchased scope or create an entitlement to work not included in the selected offer.

Purpose of the Invoice

An invoice is a financial and accounting record showing what was purchased, the applicable charges, currency, taxes where relevant, payment status and transaction references. It is not the operational project schedule and does not ordinarily state the delivery timeline.

The issue date, payment date or supply date appearing on an invoice does not, by itself, establish the Service Commencement Date or cause a delivery period to begin.

Operational details, including requirements status, commencement, estimated delivery window, pauses, revised dates and progress updates, are communicated through the Customer dashboard and official emails sent by Involvec Solutions.

Requirements and Readiness Conditions

Where performance depends on Customer information or access, the delivery period does not begin until all Readiness Conditions applicable to the Order have been satisfied and Involvec Solutions has confirmed that the Order is ready for production.

1. (a)

   cleared payment and acceptance of the Order;

2. (b)

   submission of the complete Requirement Form and all mandatory responses;

3. (c)

   receipt of the content, files, branding, data, credentials and access reasonably required for the purchased Service;

4. (d)

   completion of any identity, authority, payment, security or compliance verification;

5. (e)

   resolution of material contradictions, ambiguities or omissions in the Customer's instructions;

6. (f)

   confirmation that the requested work falls within the purchased Package, Subscription or approved Custom Project scope; and

7. (g)

   receipt of any approval or decision expressly required before production can begin.

Service Commencement Date and Delivery Window

The Service Commencement Date is the date recorded by Involvec Solutions in the Customer dashboard or in an official Service commencement email after the applicable Readiness Conditions have been satisfied.

Unless the Order expressly states otherwise, an estimated delivery period is measured from the Service Commencement Date and not from the checkout date, invoice date or payment date.

A status such as Awaiting Requirements, Requirements Under Review, Scope Review Required, Awaiting Access, Awaiting Approval or On Hold means that the delivery period has not started or is temporarily paused, as applicable.

Package Limits and Scope Review

A Customer may not use a Requirement Form to expand a Package or Subscription beyond its published features, quantities, usage limits, revisions, environments or exclusions.

If the requested work exceeds the purchased scope, Involvec Solutions may place the Order under Scope Review Required and offer an upgrade, add-on, change order or Custom Project quotation. The affected delivery period does not begin until the additional scope, price and dependencies are accepted.

Declining an upgrade does not require Involvec Solutions to provide out-of-scope work. Involvec Solutions may proceed with the original purchased scope where reasonably practicable or apply the cancellation provisions to any undelivered balance.

Customer Delay and Paused Timelines

Involvec Solutions is not responsible for delay to the extent caused by late, incomplete, inaccurate or changing requirements; unavailable credentials or access; delayed content, payment, feedback, approval or decision; Customer system failure; or another Customer-controlled dependency.

The delivery clock is paused for the duration of a Customer delay. The estimated completion date may be extended by at least the period of delay together with reasonable validation, scheduling and remobilisation time.

A Customer-caused delay may result in loss of the original production slot. Involvec Solutions may issue a revised estimated delivery window through the dashboard or email and may charge reasonable additional cost caused by repeated rescheduling, rework or remobilisation where the contract permits.

Customer-caused delay does not create a right to a refund for work completed, setup performed, capacity reserved, Services already supplied or non-cancellable third-party expenditure. This clause does not exclude responsibility for delay caused by Involvec Solutions where liability cannot lawfully be excluded.

Dashboard and Email Communications

The Customer dashboard and official emails sent from or on behalf of Involvec Solutions are the primary operational record for requirements requests, Service details, commencement confirmation, progress, dependencies, review requests, delivery status, pauses and revised estimates.

The Customer must monitor the registered email address and dashboard and respond within the period reasonably requested. A notice is not ineffective merely because the Customer failed to open an email or access the dashboard after it was made available through the registered account.

Progress updates and estimated dates are operational communications. They amend the contractual scope or price only where they are expressly identified and accepted as a change order or Special Term.

Subscription Billing and Operational Commencement

A Subscription may have a Billing Start Date and a separate Service Commencement Date. Where billing begins on purchase, that fact and the billing interval must be disclosed before the Order is placed.

Operational performance that depends on onboarding, access or Customer information begins only after the applicable Readiness Conditions are satisfied. A Customer's delay in completing onboarding does not postpone a disclosed Billing Start Date unless Involvec Solutions agrees otherwise in writing.

Activation, included usage, renewal, cancellation and any setup period are governed by the selected plan description, the Order confirmation and these Terms.

Custom Projects

A Custom Project is subject to the Quotation, Statement of Work, milestone schedule, payment schedule, acceptance criteria and Special Terms issued for that project, in addition to these Terms and the applicable policies.

Involvec Solutions may require electronic acceptance, signature, a deposit or another stated approval before a Custom Project is accepted or scheduled.

Where a Custom Project document conflicts with a standard Package or Subscription description, the accepted Custom Project document takes priority in accordance with the order-of-precedence provisions.