Terms of service

1. The agreement

These terms are between you and GridWorks Engineering Ltd, a company registered in England and Wales (No. 11938204) with its registered office at Unit 4, Temple Studios, Bristol BS1 6QA.

By using this website you accept sections 2 and 15. If we deliver services to you, the full agreement is the signed statement of work, plus any master services agreement or data processing agreement attached to it, plus these terms. Where they conflict, the order of precedence is: statement of work, then master services agreement, then these terms.

2. Use of this website

This site is provided for information. Nothing on it is an offer capable of acceptance, a warranty about results, or professional advice for your specific situation — the numbers in our case studies describe what happened in a particular system with particular constraints, and yours will differ.

You may read, print and quote from these pages with attribution. You may not reproduce substantial portions as your own material, scrape the site at a rate that degrades it for others, or attempt to gain unauthorised access to any system behind it. Security testing is welcome under section 13 of our disclosure process — uncoordinated testing is not.

3. How engagements work

Every engagement begins with a written statement of work that specifies the scope, the deliverables and their acceptance criteria, the named engineers assigned, the milestones and dates, the fees and the end date. We do not begin work without one.

Acceptance. You have ten working days from delivery of a milestone to accept it or to give written reasons for rejecting it against the stated acceptance criteria. If we hear nothing in that window, the milestone is accepted. Where a rejection is justified, we remedy it at our cost.

Changes. Scope changes are handled by a written change note signed by both sides before the work starts. We would rather have an awkward conversation about a change note than deliver something outside scope and argue about the invoice later.

Estimates. Effort estimates are professional judgements, not fixed prices, unless the statement of work explicitly says the engagement is fixed price. We flag a projected overrun as soon as we see it, not at the end.

4. Your responsibilities

Engagements fail on dependencies more often than on engineering. You agree to provide, in a reasonable time:

• A named decision-maker who can approve architectural choices without a committee.
• Access to the systems, accounts and repositories described in the statement of work.
• Access to the engineers who currently operate the systems in question.
• Accurate information about existing architecture, known defects and contractual constraints.
• Timely responses to blocking questions — we will always identify which questions are blocking.

Where a delay is caused by an unmet dependency, dates move by the length of the delay and we will tell you in writing when the clock stopped and restarted.

5. Access and security

We request the narrowest access sufficient for the work, issued through your identity provider, time-bound, and logged by you. We do not accept shared credentials, root account access, or long-lived access keys, and we will ask you to revoke them if they are offered.

You remain responsible for your own production environment throughout. Where we operate systems on your behalf under an operate engagement, the specific operational responsibilities and the on-call boundaries are set out in the statement of work.

All access granted to GridWorks is revoked on the final day of the engagement. We ask you to verify the revocation independently rather than rely on our confirmation.

6. Intellectual property

What you own. On payment of the relevant invoice, all deliverables created specifically for you under a statement of work — Terraform modules, manifests, pipelines, policies, dashboards, runbooks and documentation — belong to you outright, with full title guarantee and no ongoing licence fee.

What we own. We retain ownership of our pre-existing materials, general methodologies, internal tooling and the know-how our engineers carry between engagements. Where a deliverable incorporates our pre-existing material, you receive a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and sub-license it as part of that deliverable.

What we will not do. We do not embed proprietary agents, licence keys or phone-home components in anything we hand over. If GridWorks disappeared tomorrow, everything we built for you would continue to work.

Reference rights. We may describe the engagement in anonymised form, as on our case studies page. We will not name you, identify you by inference, or publish specific figures without your prior written approval of the exact wording.

7. Open source

Our work is built on upstream open-source software licensed to you by its own authors under its own terms — typically Apache 2.0, MIT or BSD. We tell you what is in a deliverable via a software bill of materials, and we will avoid components under licences you tell us are unacceptable, provided you tell us before we build.

Improvements we make to third-party open-source projects during an engagement may be contributed upstream. Such contributions never include your confidential information, your business logic or anything that identifies you, and we will ask first where there is any doubt.

8. Fees and payment

Fees, currency and the invoicing schedule are set out in the statement of work. Unless it says otherwise:

• Invoices are issued on milestone acceptance, or monthly in arrears for retainers.
• Payment terms are 30 days from invoice date.
• All fees are exclusive of VAT and applicable withholding taxes.
• Pre-agreed travel and third-party costs are recharged at cost with receipts.
• Late payment carries interest at 4% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

If an invoice is more than 30 days overdue we may suspend work after giving 10 working days' written notice. We will not suspend on-call cover for a live production system without at least 30 days' notice and a documented handover, because doing so would be unsafe.

9. Service levels

Service levels apply only where an operate engagement is in force and are defined in that statement of work. As a baseline:

Service credits, where applicable, are the sole financial remedy for a missed service level and are capped at 20% of the monthly retainer for the affected month. Downtime caused by your own changes, by a third-party provider outage outside our control, or by a documented risk we advised against in writing, is excluded.

10. Confidentiality

Each side will keep the other's confidential information confidential, use it only to perform the agreement, and disclose it only to people who need it and are under equivalent obligations. This survives termination by five years — indefinitely for trade secrets and security-sensitive material such as architecture details, credentials and unremediated vulnerabilities.

Nothing here prevents disclosure required by law or regulator, provided the disclosing party gives as much notice as it lawfully can.

11. Warranties

We warrant that services will be performed with the reasonable skill and care of a competent professional consultancy, by suitably qualified personnel, and that deliverables will conform in material respects to their acceptance criteria for 90 days after acceptance. Our remedy for a breach of that warranty is to re-perform the work at our cost.

We do not warrant that any system will be free from defects, that infrastructure will never fail, or that a specific business outcome will follow. Distributed systems fail; the engineering objective is bounded, well-understood failure, not its absence.

Except as stated, all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted.

12. Limitation of liability

Nothing in this agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be limited.

Subject to that, neither party is liable for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or for indirect or consequential loss, in each case however arising.

Each party's total aggregate liability arising out of or in connection with the agreement is limited to the total fees paid or payable under the relevant statement of work in the twelve months preceding the event giving rise to the claim. We carry professional indemnity and cyber liability insurance; current certificates are available on request.

Loss or corruption of data is subject to the limits above. Where we have designed and tested a backup and restore capability that you have chosen not to implement or to operate as recommended, we are not liable for data loss it would have prevented.

13. Non-solicitation

During an engagement and for six months after it ends, neither party will solicit or employ the other's personnel who were directly involved, without the other's written consent. This does not restrict responses to public job advertisements not targeted at those individuals.

If you do want to hire one of our engineers, ask. We would rather negotiate a fee than lose a client relationship over it, and we have done exactly that twice.

14. Term and termination

Statements of work run for the period stated in them. Either party may terminate for convenience on 30 days' written notice, or immediately if the other commits a material breach that is not remedied within 15 working days of written notice, or becomes insolvent.

On termination you pay for work performed and non-cancellable commitments up to the termination date. We will, at no additional charge, provide a written handover of work in progress, revoke our access, and return or delete your material as directed.

Sections 6, 8, 10, 11, 12, 13 and 15 survive termination.

15. General

Force majeure. Neither party is liable for failure caused by events beyond reasonable control, provided it notifies the other promptly and mitigates. Cloud provider outages are foreseeable and are handled by the architecture, not by this clause.

Assignment. Neither party may assign without the other's written consent, except to a successor of substantially the whole business.

Subcontracting. We may use associate engineers under equivalent obligations, but we remain fully responsible for their work and will name them before they touch your systems.

Third parties. No one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.

Entire agreement. The signed documents are the whole agreement and supersede prior discussions, except that nothing excludes liability for fraudulent misrepresentation.

Severance. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest stands.

Governing law. English law governs, and the courts of England and Wales have exclusive jurisdiction. Before litigating, both sides agree to escalate to a director on each side and attempt resolution within 20 working days.

Questions about these terms: legal@gridworks.engineering.