Terms of Engagement

1. About Us & Contractual Formation

These Terms of Engagement constitute a legally binding agreement between Cloud Fieldpoint Consulting Ltd ("the Practice", "we", "us", or "our"), a company incorporated in England and Wales under Company Registration Number 11482930, having its registered office at Glen Eyre Road, Southampton, Hampshire, SO16 3UJ, United Kingdom, and the client organization or entity named in the corresponding Statement of Work ("Client", "you").

A formal contract is established upon the bilateral signature of an explicit Statement of Work (SOW), Diagnostic Audit Agreement, or Advisory Retainer Agreement referencing these terms.

2. Nature of Professional Services

Cloud Fieldpoint Consulting Ltd provides high-level software engineering consulting, technical architecture evaluation, static and dynamic code analysis, concurrency and performance diagnostics, and principal-level technical mentoring. Services are delivered according to the milestone milestones, deliverable definitions, and scope boundaries set forth in the governing SOW.

3. Client Responsibilities & Code Access

To enable the timely and accurate execution of our advisory services, the Client agrees to:

• Provide secure, read-only access to designated source code repositories, schema definitions, and non-sensitive staging telemetry within the agreed onboarding window.
• Ensure that all test fixtures, databases, and configuration files provided to the Practice are strictly sanitized and devoid of live Personally Identifiable Information (PII) or unencrypted regulated consumer data.
• Make available relevant technical stakeholders (such as lead architects, principal engineers, or engineering managers) for scheduled interview checkpoints and debrief sessions.

4. Intellectual Property Rights & Confidentiality

Client Source Code & Data: All pre-existing source code, proprietary algorithms, database schemas, and business logic belonging to the Client remain the exclusive intellectual property of the Client. We claim no ownership over your repositories.

Consulting Deliverables & Code Diffs: Upon receipt of full settlement for the corresponding engagement milestone, the Client receives an irrevocable, perpetual, worldwide, non-exclusive license to utilize, modify, and implement all custom remediation code diffs, architectural blueprints, and audit dossiers delivered by the Practice.

Confidentiality & NDA: Both parties agree to maintain strict confidentiality regarding all proprietary technical architecture, business logic, codebase vulnerabilities, and commercial terms. Bilateral Non-Disclosure Agreements executed prior to or alongside these terms shall supersede and govern in case of any conflict.

5. Invoicing, Rates & Payment Terms

Professional fees are billed in British Pounds Sterling (GBP) and are subject to UK Value Added Tax (VAT) where legally applicable. Standard payment terms require settlement within 14 calendar days from invoice issuance via BACS or electronic bank transfer.

For diagnostic audits, a 50% advance deposit is payable prior to analytical repository ingestion, with the remaining 50% payable upon delivery of the final audit dossier and execution of the technical debrief. Retainers and sprint cycles are invoiced in advance of each active period.

6. Professional Warranties & Limitation of Liability

We warrant that all consulting services shall be performed with reasonable professional skill, care, and diligence by qualified senior software engineering practitioners.

Software systems operate within complex, dynamic runtime environments. While our recommendations are grounded in rigorous analysis of Abstract Syntax Trees and performance telemetry, the implementation of code changes and architectural refactoring in production environments remains under the ultimate operational control and deployment discretion of the Client.

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, or special damages, including loss of profits, data corruption, business interruption, or loss of goodwill. Our aggregate liability arising under any Statement of Work shall be strictly limited to the total consulting fees paid by the Client to Cloud Fieldpoint Consulting Ltd under that specific Statement of Work in the twelve (12) months preceding the claim.

7. Governing Law & Jurisdiction

These Terms of Engagement, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales (GB).

Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any engagement SOW.

8. Contact for Legal Inquiries

Inquiries regarding these Terms of Engagement should be addressed in writing to:

Cloud Fieldpoint Consulting Ltd
Attn: Legal & Governance Department
Glen Eyre Road, Southampton, Hampshire, SO16 3UJ
Email: info@cloud-fieldpoint.click
Telephone: 01632 960123