Terms & Conditions
ENGLISH
Our General Terms and Conditions of Sale (“T&Cs”) are drafted exclusively in the English language and constitute the sole contractual reference. Any order placed with DarwinX implies full and unconditional acceptance of the applicable T&Cs, as reproduced below.
By placing an order, the professional client acknowledges having read, understood, and accepted these T&Cs.
FRANÇAIS
Nos Conditions Générales de Vente (ci-après, “CGV”) sont rédigées uniquement en langue anglaise et constituent le seul texte contractuel de référence. Toute commande passée auprès de DarwinX implique l’acceptation pleine et entière des CGV en vigueur, telles que reproduites ci-dessous.
En passant commande, le client professionnel reconnaît avoir lu, compris et accepté ces CGV.
NEDERLANDS
Onze Algemene Verkoopvoorwaarden (“AV”) zijn uitsluitend opgesteld in de Engelse taal en vormen de enige contractuele referentie. Elke bestelling geplaatst bij DarwinX houdt de volledige en onvoorwaardelijke aanvaarding van de geldende AV in, zoals hieronder weergegeven.
Door een bestelling te plaatsen, bevestigt de zakelijke klant dat hij deze AV heeft gelezen, begrepen en aanvaard.
DEUTSCH
Unsere Allgemeinen Verkaufsbedingungen (“AGB”) sind ausschließlich in englischer Sprache verfasst und stellen den einzigen verbindlichen Vertragstext dar. Jede bei DarwinX aufgegebene Bestellung gilt als vollständige und vorbehaltlose Annahme der jeweils gültigen AGB, wie nachstehend aufgeführt.
Mit der Bestellung bestätigt der Geschäftskunde, dass er diese AGB gelesen, verstanden und akzeptiert hat.
ITALIANO
Le nostre Condizioni Generali di Vendita (“CGV”) sono redatte esclusivamente in lingua inglese e costituiscono l’unico testo contrattuale di riferimento. Qualsiasi ordine effettuato presso DarwinX comporta l’accettazione piena e incondizionata delle CGV vigenti, come riportate di seguito.
Effettuando un ordine, il cliente professionale dichiara di aver letto, compreso e accettato le CGV.
DANSK
Vores Generelle Salgsbetingelser (“GSB”) er udelukkende udarbejdet på engelsk og udgør den eneste kontraktmæssige reference. Enhver ordre afgivet hos DarwinX indebærer fuld og ubetinget accept af de gældende GSB, som gengivet nedenfor.
Ved at afgive en ordre erklærer den erhvervskunde, at han har læst, forstået og accepteret disse GSB.
SVENSKA
Våra Allmänna Försäljningsvillkor (“AFV”) är uteslutande upprättade på engelska och utgör den enda avtalsrättsliga referensen. Varje beställning som görs hos DarwinX innebär fullständigt och villkorslöst godkännande av de gällande AFV, såsom återges nedan.
Genom att göra en beställning bekräftar företagskunden att han har läst, förstått och accepterat dessa AFV.
SLOVENČINA
Naše Všeobecné obchodné podmienky (“VOP”) sú vypracované výlučne v anglickom jazyku a predstavujú jediný zmluvný referenčný text. Každá objednávka uskutočnená u DarwinX znamená úplný a bezvýhradný súhlas s platnými VOP, ako sú uvedené nižšie.
Odoslaním objednávky profesionálny zákazník vyhlasuje, že si tieto VOP prečítal, porozumel im a akceptoval ich.
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J.Sallinger Ltd., trading as DarwinX
Registered Address: 128 City Road, London, EC1V 2NX, United Kingdom
Company Registration Number: 12797704
Primary Notice Email: legal@darwinx.ai
Website: www.darwinx.ai
Version: 3.1 from June 2025.
Effective Date: These Terms and Conditions are effective immediately upon publication and apply to all orders, engagements, and services commenced on or after the publication date.
SCOPE AND RATIONALE FOR COMPREHENSIVE TERMS
DarwinX operates internationally serving diverse business clients through a scalable, budget-friendly service model. Our operations involve complex AI implementations, multi-jurisdictional regulatory compliance, extensive contractor and freelancer networks, proprietary methodologies, and streamlined delivery processes designed to provide maximum value at accessible price points.
Due to our international operational scale and geographic scope, these Terms and Conditions are necessarily comprehensive to address the full spectrum of scenarios, risks, and requirements that may arise across different jurisdictions, client types, service levels, and engagement complexities. The detailed nature of these terms enables DarwinX to:
(a) Maintain consistent service quality and legal compliance across all operating jurisdictions;
(b) Provide clear expectations and risk allocation for all parties;
(c) Streamline operations through standardized processes and procedures;
(d) Offer competitive pricing by establishing predictable operational frameworks;
(e) Protect proprietary methodologies and specialized contractor relationships that enable our service delivery model;
(f) Address regulatory requirements across multiple legal systems and AI governance frameworks;
(g) Accommodate business expansion and operational flexibility as markets evolve.
These comprehensive terms reflect the commercial reality of operating a specialized AI consultancy on an international scale while maintaining the flexibility and cost-effectiveness that clients expect. By accepting these terms, clients benefit from DarwinX’s operational efficiency, cross-jurisdictional expertise, and proven delivery methodologies.
ACCEPTANCE AND BINDING EFFECT
By engaging in any form of business relationship with DarwinX, including but not limited to: (a) placing an order for services, (b) accessing our website, (c) participating in consultations or assessments, (d) providing business information, or (e) otherwise utilizing our offerings, the Client explicitly and irrevocably agrees to be bound by all terms and conditions outlined herein. Commencement of any business dealings with DarwinX constitutes full acceptance of these Terms and Conditions in their entirety.
These Terms and Conditions shall take absolute precedence over any other terms and conditions, purchase orders, or conflicting provisions proposed by the Client or any third party, as well as all prior agreements and understandings, whether written or oral, relating to the subject matter herein. No modification, waiver, or amendment to these Terms and Conditions will be valid or enforceable unless expressly agreed upon in writing by DarwinX.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions.
Terms defined in the list below and/or within one or several clauses of this Agreement have the same meaning throughout this Agreement unless the context indicates otherwise. Where a term is defined in multiple locations, the definitions shall be read together to provide the most complete meaning. In case of direct contradiction, the more specific and detailed definition prevails.
In these Terms and Conditions, unless the context otherwise requires:
“Agreement” means these Terms and Conditions, including all schedules, appendices, order forms, quotes, and any amendments or supplements thereto.
“Affiliate” means, with respect to DarwinX, any entity that directly or indirectly controls, is controlled by, or is under common control with J. Sallinger Ltd., including but not limited to local operating companies, subsidiaries, branches, joint ventures, and related entities established in any jurisdiction that may invoice, deliver services, or handle operational matters on behalf of J. Sallinger Ltd., regardless of trading name or brand.
“AI Act” means Regulation (EU) 2024/1689 of the European Parliament and of the Council on harmonised rules on artificial intelligence, as may be amended, supplemented, or replaced from time to time, and any equivalent or successor legislation in any jurisdiction.
“Business Check-Up” means DarwinX’s proprietary diagnostic audit service involving comprehensive business assessment, intelligent questionnaires, stakeholder interviews, workflow analysis, and identification of automation and optimization opportunities, as currently offered and as may be evolved, enhanced, or renamed from time to time.
“Business Day” means Monday to Friday, excluding public holidays in England and Wales.
“Client” means any individual, company, partnership, or other legal entity that engages DarwinX for any services, accesses the website, or enters into any business relationship with DarwinX.
“Client Data” means all data, information, documents, materials, and content provided by or on behalf of the Client to DarwinX, including but not limited to business information, financial data, operational data, employee information, customer data, proprietary information, and any other information disclosed during the course of the engagement.
“Client Data Breach” means any actual or suspected unauthorized access, use, disclosure, modification, or destruction of Client Data or Personal Data.
“Confidential Information” means all non-public, proprietary, or confidential information disclosed by either party, including but not limited to: technical data, trade secrets, know-how, research, methodologies, processes, customer lists, pricing, financial information, business strategies, marketing materials, and any other information that would reasonably be considered confidential.
“Custom Plan” means the high-level department-by-departement analysis document delivered following completion of a Business Check-Up, containing identification of potential optimization opportunities, general recommendations, conceptual third-party tool suggestions, and basic approaches, without detailed specifications, compatibility verification, or implementation roadmaps unless implementation services are also purchased.
“DarwinX Offerings” means all current and future products, services, software recommendations, consulting, training, support, implementation services, and other commercial offerings provided by DarwinX or any Affiliate, including but not limited to Business Check-Ups, Custom Plans, workflow optimizations, technical configurations, implementation services, and ongoing support.
“DarwinX Personnel” means all individuals providing services to or on behalf of DarwinX, including employees, contractors, freelancers, consultants, advisors, specialists, and any other service providers, regardless of employment status or contractual arrangement, who contribute to DarwinX’s service delivery or possess knowledge of DarwinX’s methodologies, client information, or business operations.
“Data Protection Terms” means terms relating to personal data processing, including but not limited to “Personal Data,” “Data Controller,” “Data Processor,” “Personal Data Breach,” “Data Subject,” “Processing,” and “Standard Contractual Clauses,” which shall have the meanings given to them under applicable data protection legislation including GDPR, UK GDPR, or any successor, equivalent, or superseding data protection laws in any relevant jurisdiction, as such legislation may be amended, updated, or replaced from time to time. Where multiple definitions exist across jurisdictions, the definition providing the broadest protection for data subjects shall apply unless otherwise specified in writing.
“Deliverables” means all reports, analyses, recommendations, documentation, and other work product provided by DarwinX under this Agreement.
“Force Majeure Event” means any event beyond a party’s reasonable control, including but not limited to: acts of God, natural disasters, pandemics, wars, terrorism, civil unrest, government actions, sanctions, trade restrictions, internet outages, cyber attacks, utility failures, telecommunications failures, third-party platform failures, supplier failures, and any other circumstances that prevent or materially impede performance.
“Gross negligence” means acts or omissions involving extreme departure from ordinary care, in a situation where a high degree of danger was either known to DarwinX or so obvious that DarwinX must be taken to have been aware of it.
“High-Risk AI System” means any AI system classified as high-risk under the EU AI Act or equivalent legislation, including but not limited to systems used in employment, credit assessment, law enforcement, or critical infrastructure.
“Implementation Services” means any technical setup, configuration, integration, training, or ongoing support services provided by DarwinX, including but not limited to Options 2, 3, and 4 as defined herein.
“Intellectual Property” means all intellectual property rights of any kind, including but not limited to: patents, trademarks, copyrights, trade secrets, know-how, methodologies, processes, databases, software, content, and any applications for registration thereof.
“Material Breach” means any breach that: (a) involves payment obligations exceeding €5,000, (b) compromises confidentiality of sensitive business information, (c) violates IP or non-solicitation provisions, or (d) substantially impairs the other party’s ability to receive expected benefits under this Agreement.
“Material Services” means commencement of substantive work including but not limited to stakeholder engagement, analysis activities, or allocation of specialist resources to the Client’s engagement.
“Options” means the four service delivery approaches offered following completion of a Custom Plan: Option 1 (Do It Yourself), Option 2 (Technical Configuration), Option 3 (All-in-One Implementation), and Option 4 (Autopilot Management), as more fully described herein and as may be modified or expanded from time to time.
“Order Form” or “Order” means any document, agreement, quote, proposal, statement of work, purchase order, online form submission, email confirmation, or other written or electronic communication by which Client commits to purchase DarwinX services, regardless of title, format, or delivery method, including but not limited to documents executed through electronic signature platforms, website interfaces, partner systems, or any other means of expressing binding commercial commitment to DarwinX services.
“Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection legislation including GDPR and equivalent laws.
“Personal Data Breach” has the meaning given in Article 4(12) of the GDPR.
“Prohibited AI Practices” means AI systems or techniques prohibited under applicable AI legislation, including but not limited to subliminal techniques, social scoring, real-time biometric identification in public spaces, and emotion recognition in workplace/education contexts.
“Standard Contractual Clauses” means the standard data protection clauses as adopted and amended from time to time by the European Commission or UK authorities for international data transfers.
“Third-Party Tools” means any software, platforms, applications, services, or technologies developed, owned, or operated by parties other than DarwinX, which may be recommended, integrated, or utilized in connection with DarwinX services.
“Third-Party Platform Failure” means service interruption, data loss, or functionality issues affecting third-party software, cloud services, or platforms recommended or integrated by DarwinX.
“Workflow Optimizations” means any improvements, automations, integrations, or enhancements to business processes, systems, or operations identified, recommended, or implemented by DarwinX.
1.2 Interpretation.
Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” References to singular include plural and vice versa. References to one gender include all genders. References to statutes include amendments and re-enactments.
1.3 Hierarchy
If there is any conflict between these Terms and Conditions and an Order Form or Statement of Work, the Order Form or Statement of Work prevails—but only for the specific engagement to which it relates and only where it expressly states the intention to vary the relevant clause of these Terms.
2. SERVICES DESCRIPTION
2.1 Service Overview.
DarwinX provides specialized consulting and implementation services designed to assist businesses in leveraging artificial intelligence, automation, and workflow optimization solutions. Our services typically follow a structured approach encompassing assessment, planning, and optional implementation phases, though the specific methodology, sequence, and components may be adapted to optimize outcomes for each Client’s unique circumstances and objectives.
2.2 Service Structure.
DarwinX services are generally delivered through the following phases, which may be modified, combined, resequenced, or supplemented as DarwinX determines appropriate to achieve the engagement’s objectives:
(a) Business Check-Up Phase: Comprehensive diagnostic assessment which may include intelligent questionnaires, stakeholder interviews, workflow analysis, identification of optimization opportunities, and other assessment activities as deemed relevant;
(b) Custom Plan Phase: Delivery of analysis identifying potential optimization opportunities with recommendations, potential third-party tool suggestions, and approaches, with scope and detail level determined by DarwinX based on engagement requirements and findings;
(c) Implementation Options: Service delivery approaches as detailed in Clause 3, which may be customized or combined to meet specific Client needs.
DarwinX reserves the right to modify service structure, methodology, or deliverable components when such modifications serve the higher purpose of delivering optimal value and outcomes for the Client’s specific situation.
2.3 Service Evolution.
DarwinX reserves the right to modify, enhance, expand, or rename any services, methodologies, or deliverables at any time. Such modifications shall apply to new engagements and shall not affect ongoing services unless expressly agreed in writing.
All services are provided subject to Client’s compliance with applicable legal requirements, and DarwinX may modify or refuse services if legal compliance cannot be assured.
2.4 Service Delivery Through Affiliates.
For commercial, tax, regulatory, or operational reasons, J. Sallinger Ltd. may elect to have any Affiliate issue invoices, deliver services, provide support, or handle other operational matters on its behalf. Client acknowledges and agrees that: (a) any such arrangements do not create separate contractual relationships with Affiliates; (b) J. Sallinger Ltd. remains the sole contractual counterparty under this Agreement; (c) all Affiliate actions are deemed actions of J. Sallinger Ltd.; and (d) Client waives any claims against individual Affiliates, with all obligations and liabilities remaining with J. Sallinger Ltd. Any Affiliate acting as invoicing agent does so solely as disclosed agent; J. Sallinger Ltd. remains the principal.
2.5 Subcontracting.
DarwinX may subcontract any part of the Services to third parties, including but not limited to freelancers, contractors, or partner agencies, at its sole discretion and without prior notice or consent from the Client. DarwinX remains responsible for the performance of subcontracted obligations. The Client shall not have any direct contractual relationship with such subcontractors and shall not attempt to identify or contact them.
Where DarwinX acts as a data processor, appointment of any new sub-processor is subject to the advance notice and objection procedure in clause 9.6(e).
3. IMPLEMENTATION OPTIONS
3.1 Option 1 – Do It Yourself.
Client receives a Custom Plan containing high-level identification of potential optimization opportunities, general tool suggestions, and references to third-party setup instructions. DarwinX provides no verification of tool compatibility with Client’s existing infrastructure, no detailed implementation roadmaps, and no guarantees regarding achievability of identified opportunities. Client assumes full responsibility for evaluation, implementation, configuration, and results. DarwinX provides no ongoing support, warranties, or guarantees regarding implementation success or tool performance.
3.2 Option 2 – Technical Configuration.
DarwinX provides technical setup and configuration services for new systems within Client’s environment. For any integration with existing systems, DarwinX provides advisory recommendations only based on limited knowledge of Client’s infrastructure. Client’s IT provider, internal IT personnel, or other designated responsible parties retain full responsibility for and must perform all modifications, integrations, or connections to existing systems. DarwinX does not directly access, modify, or integrate with existing infrastructure unless otherwise agreed in a written and duly authorised change request.
3.3 Option 3 – All-in-One Implementation.
Comprehensive implementation including technical setup and configuration of new systems, content creation, workflow development, initial operation, and team training. For any integration with existing systems, DarwinX provides advisory recommendations only based on limited knowledge of Client’s infrastructure. Client’s IT provider, internal IT personnel, or other designated responsible parties retain full responsibility for and must perform all modifications, integrations, or connections to existing systems. DarwinX does not directly access, modify, or integrate with existing infrastructure. Client retains ultimate responsibility for system operation and maintenance after transition period.
3.4 Option 4 – Autopilot Management.
Ongoing management and maintenance services provided on a recurring basis. Services may be suspended or terminated immediately for non-payment. No guaranteed service levels unless expressly agreed in writing.
4. ORDERING AND PAYMENT TERMS
4.1 Order Placement and Acceptance.
Order Forms may be submitted through DarwinX’s website, email, authorized partners, independent resellers, employees, or other authorized channels. Order Forms are deemed accepted upon Client execution and become binding immediately according to Clause 5.1. DarwinX reserves the right to decline any Order Form in its sole discretion without explanation, in which case the Order Form becomes void and any payments will be refunded according to Clause 4.7.
4.2 Payment Structure.
(a) Business Check-Up: Upfront payment required before scheduling or commencement of any assessment activities;
(b) Custom Plan: Full remaining payment required before delivery of plan or scheduling of presentation meeting;
(c) Implementation Services: Payment terms as specified in individual quotes, typically requiring upfront payments and milestone-based releases;
(d) Recurring DarwinX Services: Payments in advance according to agreed billing frequency (which may be monthly, quarterly, annually, or other intervals as specified in individual agreements), with immediate suspension rights for non-payment. This applies solely to DarwinX services and does not include third-party tools, software, or services which have separate payment obligations.
4.3 Payment Terms and Non-Payment Consequences.
All payments for DarwinX services are due immediately upon invoice unless otherwise specified and must be made by bank transfer, credit card, or other DarwinX-approved methods. Client bears all payment processing fees, currency conversion costs, and banking charges. Payments are deemed received when cleared funds reach DarwinX’s designated account.
Late payments incur interest at 8% per annum above the European Central Bank main refinancing rate (or Bank of England base rate for UK invoices, or equivalent central bank rate for other jurisdictions) plus administrative fees of €50 [£42] per month, compounding monthly. Client is responsible for all collection costs, legal fees, and expenses incurred in recovering overdue DarwinX service fees.
Non-payment consequences escalate as follows:
(a) 7 days overdue: Interest and administrative fees begin accruing as specified above
(b) 14 days overdue: Immediate service suspension and additional €100 [£85] administrative fee
(c) 30 days overdue: All outstanding amounts under all Order Forms become immediately due (acceleration) and DarwinX may terminate all services
(d) 45 days overdue: Referral to collection agencies and commencement of legal proceedings
Client may not withhold, set-off, or deduct any amounts from payments due for any reason, including disputed charges, alleged service defects, or counterclaims. All payments must be made in full without deduction.
Where such interest rates, escalation terms, and schedules are not permitted by applicable law, DarwinX shall apply the maximum rates, penalties, and enforcement mechanisms allowed in the relevant jurisdiction.
Third-party tool payments are governed by respective vendor terms.
4.4 Currency & Taxes
(a) Unless stated otherwise in an Order Form all fees are exclusive of VAT, GST, sales, or similar indirect taxes. If such taxes are chargeable DarwinX shall add them to the invoice and the Client shall pay them.
(b) Clients established in the United Kingdom will be invoiced in GBP (£); all others in EUR (€). Where a different currency is expressly agreed the FX rate shall be the Bank of England daily closing rate on the invoice date plus 2 %. Any conversion cost or banking charge is borne by the Client.
(c) VAT Treatment by Transaction Type:
(i) Cross-Border EU B2B Services: For services supplied between different EU member states or between UK and EU, VAT shall be reverse-charged in accordance with the EU VAT Directive and applicable national implementing legislation. The invoicing entity shall invoice without VAT and Client shall account for VAT in their jurisdiction under the reverse charge mechanism.
(ii) UK Domestic Services: For services supplied by J. Sallinger Ltd. to UK-established clients, UK VAT at the standard rate shall be added to invoices where applicable.
(iii) EU Domestic Services: For services supplied by EU Affiliates to clients established in the same EU member state, local VAT at the applicable rate shall be added to invoices where required.
(iv) Invoicing Entity Selection: J. Sallinger Ltd. or any Affiliate may invoice for services at DarwinX’s sole discretion based on operational, commercial, or tax efficiency considerations. The invoicing entity and applicable VAT treatment will be clearly indicated on each invoice.
(v) Client warrants appropriate VAT registration status where required and shall provide valid VAT numbers and documentation reasonably required. Each party remains responsible for VAT compliance in their respective jurisdictions.
(vi) Where VAT treatment is unclear due to regulatory changes or complex cross-border arrangements, DarwinX will apply the treatment it reasonably believes to be correct, with any adjustments made upon clarification.
(vii) Non-VAT Registered B2B Clients: For business clients that are not VAT-registered or are established in jurisdictions without VAT systems:
– Services supplied by J. Sallinger Ltd. or EU Affiliates shall be treated as exports/zero-rated where applicable under local VAT rules
– Where zero-rating does not apply, standard VAT rates shall be charged and included in the invoice total
– Client remains responsible for any import VAT, sales tax, or equivalent obligations in their jurisdiction
(viii) Client VAT Status Verification: Client shall promptly notify DarwinX of any changes to their VAT registration status. Where Client’s VAT status is unclear or disputed, DarwinX may apply standard VAT rates until proper documentation is provided.
4.5 No Refunds.
All payments for DarwinX services are non-refundable except where DarwinX elects to provide a refund in its sole discretion, as specifically provided in Clause 5.1, or where DarwinX declines an Order Form after partner/reseller payment collection as specified in Clause 4.7. This policy applies only to DarwinX services; third-party tools and software are subject to their respective refund policies. Execution of Order Forms and commencement of DarwinX services constitutes acceptance of deliverables and waiver of refund rights except as limited in Clause 5.1. Liquidated damages under Clause 14 apply immediately upon order execution regardless of cancellation attempts.
4.6 Third-Party Commissions.
DarwinX may receive commissions, affiliate fees, referral fees, or other compensation from third-party providers for tools, software, or services recommended to Client. Such arrangements do not affect service quality or recommendations and create no additional obligations to Client. Client acknowledges and accepts this arrangement without claim or recourse.
4.7 Partner and Reseller Network.
DarwinX operates through a network of authorized partners, independent resellers, employees, and other distribution channels. Regardless of the channel through which services are ordered or delivered, the contractual relationship remains exclusively between Client and J. Sallinger Ltd. Partners and resellers have no authority to modify these Terms and Conditions or create separate obligations on behalf of DarwinX. Partners and resellers may be required to collect upfront payments before order submission to DarwinX for acceptance.
4.8 Partner/Reseller Payment Collection.
When Order Forms are submitted through partners or resellers, such intermediaries may require immediate payment of upfront amounts before submitting Order Forms to DarwinX for acceptance. All payments are made directly to DarwinX or official DarwinX Affiliate accounts (including Stripe, bank accounts, credit card processors, or other authorized payment systems), never to partner or reseller accounts. Client acknowledges that payment does not guarantee DarwinX’s acceptance of the Order Form. If DarwinX declines an Order Form after payment collection, DarwinX will arrange for full refund of amounts paid, but assumes no liability for payment processing delays, currency conversion costs, or other payment system-related issues.
5. CANCELLATION AND MODIFICATIONS
5.1 Commitment and Limited Cancellation Rights
Upon execution of an Order Form by the Client, the order is deemed accepted and DarwinX shall commence preparation activities.
A Client may request cancellation within 72 business hours of execution, provided that:
(a) no material services have been performed by DarwinX (defined as: stakeholder interviews commenced, custom analysis begun, or specialist resources allocated), and
(b) Client pays a cancellation fee of 15% of the total order value to cover administrative costs and resource allocation.
After 72 business hours OR upon commencement of material services (whichever occurs first), orders become non-cancellable and Client remains liable for 100% of fees.
5.2 Scope Changes.
Any requests for additional services or scope modifications require separate written quotes and payment. DarwinX has no obligation to accommodate scope changes and may decline such requests without explanation.
5.3 Timeline Modifications.
All timelines are aspirational and non-binding. Client delays in providing information, access, or approvals automatically extend timelines and may result in additional charges. DarwinX cannot guarantee revised timelines due to other project commitments.
5.4 Termination for Convenience.
DarwinX may terminate any ongoing services at any time with thirty (30) days’ written notice. Upon such termination:
(a) Client remains liable for all fees for services performed through termination date;
(b) DarwinX may, in its sole discretion, provide pro-rata refund for clearly unperformed services;
(c) Client has no claim for damages arising from termination.
Client may terminate ongoing services only for DarwinX’s material uncured breach after thirty (30) days’ written notice, and remains liable for all costs incurred through termination date plus a termination fee of 25% of remaining contract value.
6. CLIENT RESPONSIBILITIES AND WARRANTIES
6.1 Information Provision.
Client warrants that all information provided is accurate, complete, current, and provided with full authority. Client assumes full responsibility for the accuracy and completeness of all Client Data and business information disclosed.
6.2 Authority Warranty and Unlimited Individual Liability.
(a) Authority Representation: Any individual executing Order Forms, engaging services, or acting on behalf of any entity (“Signatory”) represents and warrants having full legal authority to bind such entity to all terms and obligations herein.
(b) Unlimited Personal Guarantee: Regardless of actual authority, Signatory provides an unlimited personal guarantee for all obligations under this Agreement, including but not limited to: all fees, charges, penalties, interest, collection costs, legal fees, liquidated damages, and any other amounts due. This guarantee is absolute, unconditional, and enforceable without regard to the validity of the underlying corporate contract.
(c) Joint and Several Liability: Signatory and the purported Client entity are jointly and severally liable. DarwinX may pursue either or both for full performance and may elect to enforce exclusively against Signatory personally without first pursuing the entity.
(d) No Discharge or Release: Signatory’s personal liability cannot be discharged, released, or reduced by: corporate bankruptcy, dissolution, restructuring, authority challenges, contract invalidity, or any other corporate defense. This personal guarantee survives all corporate changes and legal proceedings.
(e) Enforcement Rights: DarwinX may immediately pursue Signatory personally for any breach without notice, demand, or legal proceedings against the entity. Signatory waives all defenses including lack of authority, corporate protection, and procedural requirements.
(f) Binding Mechanisms: Where Signatory lacks actual authority, the purported entity becomes bound through: apparent authority, ratification by conduct, estoppel, or benefit acceptance. However, DarwinX may elect to enforce exclusively against Signatory regardless of entity liability.
(g) Collection Priority: DarwinX may prioritize collection against Signatory personally as this provides the most direct and enforceable remedy.
6.3 Cooperation and Access.
The Client shall provide timely and reasonable cooperation, including access to personnel, systems, and information, as DarwinX reasonably requires to perform the Services. All cooperation and information sharing shall be conducted in compliance with applicable laws and regulations, including but not limited to GDPR, the EU AI Act, data protection laws, employment laws, confidentiality obligations, regulatory requirements, and industry standards applicable to the Client’s operations and jurisdiction.
The Client represents that it has obtained or will obtain all necessary consents, authorizations, and legal advice to fulfill its obligations under this clause. The Client shall provide accurate, complete, and legally compliant information to DarwinX to facilitate the proper performance of the Services.
Failure by the Client to cooperate in a timely manner, or to provide information in accordance with these requirements, may result in project delays, additional charges, modifications to the scope of services, or termination of services without refund, provided that DarwinX gives the Client written notice of the failure and a reasonable opportunity to cure within a specified period.
6.4 IT and Technical Support.
FFor any integration with existing systems, the Client shall designate qualified IT personnel, providers, or other responsible parties who will perform all modifications, connections, and integrations in accordance with DarwinX’s advisory recommendations. The Client represents and warrants that such designated personnel possess the necessary skills and qualifications to perform such work. DarwinX’s role is strictly advisory and consultative; DarwinX does not perform, supervise, or execute any integration tasks. Accordingly, DarwinX expressly disclaims all liability and responsibility for the implementation, execution, compatibility, or results of any such integration performed by the Client or its designated personnel. Furthermore, DarwinX makes no representations or warranties regarding the functionality, compatibility, or performance of any third-party systems or software integrated by the Client.
Any risk arising from integration activities, including but not limited to system incompatibility, data loss, or business interruption, shall be borne solely by the Client.
6.5 Legal and Regulatory Compliance Obligation.
(a) Client shall be solely responsible for ensuring full compliance with all applicable laws, regulations, industry standards, and regulatory requirements in relation to the Services, including but not limited to: data protection and privacy laws (including UK GDPR, EU GDPR, and all applicable local data protection laws), artificial intelligence regulations (including the EU AI Act and equivalent legislation), employment law, tax obligations, regulatory reporting, financial services regulations, healthcare regulations, telecommunications regulations, consumer protection laws, competition law, anti-money laundering requirements, sanctions compliance, export control regulations, environmental regulations, sector-specific mandates, and any other jurisdictional or industry-specific legal requirements.
(b) Client represents and warrants that it has conducted all necessary legal assessments of its obligations in connection with the use of DarwinX’s services, including its responsibilities as a data controller, AI deployer, regulated entity, or other legal classification under applicable law. Client shall ensure that any use of DarwinX’s services complies with all such legal obligations and regulatory classifications.
(c) Where Services involve regulated activities, high-risk AI systems, sensitive data processing, or other legally complex implementations, Client shall provide DarwinX with comprehensive written instructions outlining all relevant legal and regulatory compliance requirements, including but not limited to: lawful basis for data processing, AI risk classifications and usage constraints, data subject rights procedures, regulatory reporting requirements, data retention obligations, cross-border transfer mechanisms, industry-specific compliance requirements, and any documentation or declarations required under applicable laws.
(d) DarwinX shall follow Client’s lawful written instructions regarding compliance matters but assumes no responsibility for verifying the adequacy, completeness, accuracy, or legal sufficiency of such instructions. Client acknowledges that DarwinX provides technical and strategic services only and does not provide legal, regulatory, or compliance advice.
(e) Where DarwinX processes personal data or provides AI systems, the operational procedures in Clauses 9.6 and 15 respectively define DarwinX’s specific technical and procedural obligations. However, Client retains ultimate legal responsibility and liability for all data protection and AI regulatory compliance, with DarwinX’s role limited to following Client’s lawful instructions within the scope of such operational procedures.
(f) Client shall indemnify and hold harmless DarwinX, its affiliates, directors, officers, employees, contractors, and personnel against any and all losses, liabilities, penalties, fines, sanctions, legal costs, regulatory actions, investigations, enforcement proceedings, reputational damage, business interruption, and claims (including from regulators, supervisory authorities, or third parties) arising from or relating to:
(i) Client’s failure to comply with any applicable legal or regulatory requirements;
(ii) Inadequate, incomplete, or incorrect compliance instructions provided to DarwinX;
(iii) Client’s misclassification of its legal obligations or regulatory status;
(iv) Regulatory changes affecting Client’s business that Client fails to communicate to DarwinX;
(v) Any use of DarwinX services in violation of applicable laws or regulations;
(vi) Client’s failure to obtain necessary licenses, permits, or regulatory approvals;
(vii) Any regulatory investigation or enforcement action involving Client’s business operations.
This indemnification applies regardless of whether DarwinX was aware of the legal requirements and extends to all costs of defense, settlement, and enforcement.
(g) Client acknowledges that regulatory landscapes evolve rapidly, particularly in AI and data protection, and Client remains solely responsible for monitoring legal developments and ensuring ongoing compliance throughout the engagement and thereafter. For the avoidance of doubt, while DarwinX may provide strategic or technical input on the use of AI and automation within the Client’s business operations, the Client retains sole responsibility for determining the legal and regulatory permissibility of any such use. DarwinX does not act as the provider, deployer, or controller of AI systems or data processing within the meaning of applicable AI or data protection laws, and shall not be deemed to assume such roles by virtue of its consultancy services.
(h) If the Client is subject to sector-specific regulation (including but not limited to financial services, healthcare, or other regulated industries), the Client is solely responsible for identifying and communicating all relevant regulatory requirements to DarwinX in writing prior to commencement of Services. DarwinX may charge additional fees for compliance with such requirements or decline to provide services if compliance cannot be assured.
(i) Role Clarification and Limitation.
For the avoidance of doubt, while DarwinX may provide strategic or technical input on the use of AI and automation within the Client’s business operations, the Client retains sole responsibility for determining the legal and regulatory permissibility of any such use. DarwinX does not act as the provider, deployer, or controller of AI systems or data processing within the meaning of applicable AI or data protection laws, and shall not be deemed to assume such roles by virtue of its consultancy services. This limitation applies regardless of the level of technical involvement or implementation services provided.
7. DELIVERY AND PERFORMANCE STANDARDS
7.1 Delivery Methods.
Services are delivered through digital channels as determined by DarwinX in its sole discretion, including but not limited to email, secure portals, video conferences, electronic document transfer, cloud-based platforms, and other electronic means. Physical delivery, if available, may be arranged at additional cost and is subject to DarwinX’s approval. Client is responsible for ensuring adequate technical infrastructure, internet connectivity, and system compatibility to receive digital deliverables. DarwinX assumes no liability for delivery failures due to Client’s technical limitations, security restrictions, or system incompatibilities. Alternative delivery methods may be provided at DarwinX’s discretion and additional cost.
7.2 Performance Standards.
DarwinX undertakes to provide services with reasonable skill and care in accordance with generally accepted industry standards for AI consultancy services, employing best efforts toward stated objectives. DarwinX is subject to an obligation of means, not results, and provides no warranties regarding outcomes, effectiveness, or suitability of services or recommendations. No specific outcomes, performance levels, measurable results, business improvements, cost savings, efficiency gains, or other quantifiable benefits are guaranteed under any circumstances unless expressly stated in a separate written agreement signed by DarwinX’s authorized representative. Client acknowledges that service effectiveness depends on numerous factors beyond DarwinX’s control, including Client cooperation, market conditions, implementation quality, and business environment variables.
7.3 Timeline Disclaimers.
Timelines provided by DarwinX are estimates based on standard project parameters and assume timely Client cooperation. Actual delivery may vary due to project complexity, Client responsiveness, scope changes, or external dependencies. DarwinX shall use reasonable commercial efforts to meet estimated timelines but makes no binding commitments regarding delivery dates unless expressly agreed in writing as part of a specific Order Form.
Client-caused delays (including but not limited to delayed responses, information provision, approvals, access to systems, stakeholder availability, or decision-making) shall automatically extend all timelines by such period as DarwinX reasonably determines necessary to accommodate:
(a) The direct impact of the delay on project activities
(b) Cascading effects on resource allocation and consultant availability
(c) Disruption to planned workflow and methodology implementation
(d) Time required to re-mobilize resources and re-establish project momentum
(e) Impact on other client engagements and resource commitments
(f) Administrative overhead in rescheduling and replanning activities
Where Client delays result in consultant downtime, resource reallocation costs, or opportunity costs from declined alternative engagements, Client shall compensate DarwinX for:
(i) Consultant standby time at 50% of standard rates during delay periods
(ii) Reasonable costs of securing alternative assignments for affected consultants
(iii) Administrative costs of project rescheduling and resource reallocation
(iv) Lost opportunity costs where DarwinX declines other engagements to maintain resource availability
DarwinX is not liable for any consequences of delivery delays unless caused solely by DarwinX’s material breach of this Agreement. Client acknowledges that delays can have multiplicative effects on specialized consulting engagements requiring specific expertise and resource coordination.
7.4 Acceptance of Deliverables.
(a) Standard Acceptance Timeline: All deliverables are deemed automatically and irrevocably accepted ten (10) business days after delivery unless Client provides written objections meeting the requirements below.
(b) Extended Timeline for Complex Deliverables: For deliverables involving technical implementations or Custom Plans with a total engagement value exceeding €10,000 [£8,500], the acceptance period is extended to fifteen (15) business days. Client may request one additional extension of up to five (5) business days by providing written notice before the original acceptance period expires, stating specific reasons requiring additional review time.
(c) Objection Requirements: Valid objections must be submitted in writing within the applicable acceptance period and must: (i) identify specific deficiencies with reasonable detail, (ii) explain how such deficiencies prevent the deliverable from meeting the explicitly stated scope for the purchased service level, and (iii) be based only on defects that are readily apparent upon reasonable review.
(d) Service Level Acceptance: Acceptance applies strictly to deliverables as scoped for the specific service option purchased (Option 1, 2, 3, or 4). Client expressly waives any right to claim deliverables are inadequate because they do not exceed the purchased service level or include elements from higher service tiers.
(e) Immediate Acceptance Events: Regardless of the acceptance period, deliverables are deemed immediately and irrevocably accepted upon any of the following: (i) the expiry of the applicable review period in 7.4(a) or 7.4(b); or (ii) the Client’s written confirmation of acceptance, whichever occurs first. (iii) implementation of any recommendations, (iv) any use of deliverables in Client’s business operations, or (v) sharing deliverables with third parties.
(f) Post-Acceptance Limitations: After acceptance (whether automatic or immediate), Client waives all rights to dispute deliverable quality, completeness, accuracy, or suitability. No refunds, credits, or re-performance obligations apply to accepted deliverables.
(g) Limited Exception for Hidden Defects: The Client may raise objections to hidden defects discovered within twelve (12) months of delivery that (i) could not reasonably have been discovered during the acceptance period, and (ii) render the Deliverable materially unfit for its stated purpose, and (iii) are reported in writing within thirty (30) days of discovery and no later than ninety (90) days after delivery. DarwinX’s sole obligation for such defects is limited to correction or re-performance of the specific defective portion, subject to all liability limitations in this Agreement.
If a court of competent jurisdiction finds the time limits in this clause to be unenforceable or unreasonable under applicable law, the maximum period permitted by such law shall apply, and the remainder of this clause shall remain in full force and effect.
(h) No Warranty Extension: This acceptance process does not create any warranties beyond those expressly stated in this Agreement, and all disclaimers remain in full effect.
7.5 Service Limitations and Disclaimers.
(a) Best Efforts Only: All DarwinX services are provided on a best-efforts basis only. DarwinX undertakes an obligation of means, not results, and provides no guarantees regarding outcomes, completeness, accuracy, or suitability of any deliverables.
(b) Information Dependency: The scope, depth, and quality of all deliverables depend entirely on the completeness, accuracy, and timeliness of information provided by Client. DarwinX assumes no responsibility for limitations in deliverables resulting from incomplete, inaccurate, delayed, or withheld Client information.
(c) Business Suitability: DarwinX makes no representations that Client’s business model, structure, or operations are suitable for proposed optimizations or implementations. Client acknowledges that some businesses may not benefit from recommended solutions.
(d) Coverage Limitations: Custom Plans and other deliverables may not address all departments, business aspects, operational angles, or potential opportunities within Client’s organization. DarwinX provides analysis based solely on information available and accessible during the engagement period.
(e) No Completeness Guarantee: Client acknowledges that comprehensive business analysis requires extensive time, access, and cooperation that may not be feasible within engagement parameters. DarwinX makes no warranty that all relevant business areas will be identified or addressed.
(f) Implementation Variables: Actual implementation results may vary significantly from projections due to factors including but not limited to: organizational resistance, technical limitations, resource constraints, market conditions, regulatory changes, and third-party dependencies.
(g) Outcome Disclaimer: DarwinX provides no guarantee regarding business improvements, cost savings, efficiency gains, revenue increases, or any other measurable outcomes following implementation of recommendations.
(h) Implementation Detail Levels: Detailed implementation roadmaps, compatibility verification, and comprehensive training materials are provided only when DarwinX performs implementation services (Options 2-4). Do-it-yourself deliverables contain high-level concepts and general guidance only.
Nothing in this clause shall exclude or limit DarwinX’s liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation.
Client acknowledges and accepts the limitations and disclaimers set forth herein as integral to this engagement.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 DarwinX Intellectual Property.
Client receives a non-exclusive, non-transferable license to use specific deliverables created for their engagement, subject to:
(a) Usage limited to Client’s internal business operations at locations specified in Order Form;
(b) No right to distribute, sublicense, or share with third parties without written consent;
(c) No right to modify, reverse engineer, or create derivative works;
(d) License terminates automatically upon: (i) material breach of payment obligations, (ii) breach of confidentiality provisions, or (iii) termination of engagement;
(e) Client must return or destroy all materials within 30 days of license termination.
DarwinX retains all rights to underlying methodologies and may use generalized insights for other clients.
8.2 Custom Work and Deliverables.
DarwinX retains ownership of all methodologies, processes, and know-how used in creating custom deliverables. Client receives usage rights to specific deliverables created for their business but may not distribute, resell, or commercialize such materials without express written consent.
8.3 Use Restrictions.
Client shall not: (a) reverse engineer, modify, or create derivative works from DarwinX materials; (b) register domain names, trademarks, or business names similar to DarwinX marks; (c) claim ownership of DarwinX Intellectual Property; or (d) use DarwinX materials to compete with or replicate DarwinX services.
8.4 IP Warranty & Indemnity
(a) Warranty.
DarwinX warrants that Deliverables created uniquely for the Client (“Work Product”) will not, to DarwinX’s reasonable knowledge as at the date of delivery, infringe any patent, copyright, trade mark or database right enforceable in the United Kingdom or European Union, when used in the form delivered and for the Client’s internal business purposes.
(b) Carve-outs.
The warranty and indemnity do not apply to any claim that arises from (i) the Client’s modification of the Work Product; (ii) combination of the Work Product with software, data or materials not supplied by DarwinX; (iii) use of any Third-Party Tool or open-source component; or (iv) the Client’s instructions or specifications.
(c) Indemnity.
Subject to clauses 8.4(b) and 11.1, DarwinX shall defend the Client against any third-party claim alleging that the Work Product infringes an IP right, and shall pay the resulting court-awarded damages and reasonable legal fees, provided that the Client (1) promptly notifies DarwinX in writing, (2) allows DarwinX sole control of the defence and settlement, and (3) provides reasonable co-operation at DarwinX’s expense.
(d) Cure Rights.
If a claim under 8.4(c) is made or, in DarwinX’s opinion, is likely, DarwinX may at its own expense and option: (i) procure for the Client the right to continue using the Work Product; (ii) replace or modify the Work Product so it becomes non-infringing; or (iii) if neither (i) nor (ii) is commercially reasonable, refund the price paid for the affected Work Product, less straight-line depreciation over 36 months.
(e) Exclusive Remedy.
Clause 8.4 states the Client’s sole and exclusive remedy, and DarwinX’s entire liability, for any IP infringement of the Work Product.
8.5 License Termination.
All license rights terminate immediately upon termination of the engagement or breach of these terms. Client must cease all use and return or destroy all DarwinX materials upon request.
8.6 Work-for-Hire Clarification.
(a) Pre-existing IP: All methodologies, processes, templates, and know-how existing before engagement remain DarwinX property.
(b) Custom Deliverables: While Client receives usage rights to specific deliverables created for their business, DarwinX retains ownership of:
(i) Underlying methodologies and processes used in creation
(ii) Generalizable insights and approaches
(iii) Technical implementations that could benefit other clients
(c) Client Acknowledgment: Client acknowledges this is a consultancy engagement, not work-for-hire, and that DarwinX’s value lies in proprietary methodologies applied across multiple clients.
(d) Improvement Rights: DarwinX may use insights gained from Client engagement to improve general methodologies, provided Client-specific confidential information is not disclosed.
9. CONFIDENTIALITY AND DATA PROTECTION
9.1 Mutual Confidentiality.
Each party shall maintain strict confidentiality regarding all Confidential Information received from the other party. Client acknowledges that DarwinX’s Confidential Information includes not only technical methodologies but also information about DarwinX Personnel, contractor relationships, specialist networks, compensation structures, and business development strategies. Confidential Information shall be used solely for performing this Agreement and protected with the highest degree of care. Client shall not contact, communicate with, or seek information about DarwinX Personnel outside the scope of the engagement without DarwinX’s express written consent.
9.2 Data Processing.
When processing Personal Data, DarwinX acts as data processor following Client’s instructions. Client remains the data controller and is responsible for ensuring lawful basis for processing, obtaining necessary consents, and compliance with all data protection obligations.
9.3 Data Security.
DarwinX implements reasonable security measures but makes no guarantees regarding data security. Client acknowledges inherent risks in data transmission and processing and accepts such risks.
9.4 Data Retention.
DarwinX may retain Client Data for the duration of the engagement and thereafter as necessary for legal compliance, dispute resolution, or business record keeping. Client consents to such retention.
9.5 Data Breach Limitation.
In the event of any data security incident, DarwinX’s liability is limited to notification obligations under applicable law. DarwinX assumes no liability for consequential damages, business interruption, or regulatory penalties arising from data incidents.
9.6 Data Processing Agreement.
Where DarwinX processes Personal Data on behalf of Client, the following data processing terms apply:
(a) Processing Purposes: DarwinX shall process Personal Data solely for the purposes of providing the Services as instructed by Client in writing.
(b) Data Categories: Personal Data may include employee information, customer data, and business contact information as provided by Client.
(c) Data Subject Rights: DarwinX shall assist Client in responding to data subject requests by providing relevant information within ten (10) business days of Client’s written request.
(d) Data Security: DarwinX implements appropriate technical and organizational measures including encryption, access controls, and regular security assessments.
(e) Sub-processors: DarwinX may engage sub-processors (including freelancers and contractors) at its sole discretion to deliver services. Client provides general authorization for all sub-processors. DarwinX is not required to maintain a public list of sub-processors or seek individual consent for their engagement.
(f) Data Transfers: International transfers are conducted under appropriate safeguards including Standard Contractual Clauses or adequacy decisions.
(g) Breach Notification: DarwinX shall notify Client of Personal Data breaches without undue delay and in any case within 48 hours of becoming aware, providing available information to enable Client to meet its 72-hour regulatory reporting obligation.
(h) Data Return/Deletion: Upon termination, DarwinX shall return or delete Personal Data as instructed by Client, except where retention is required by law.
(i) Audit Rights: Client may conduct reasonable audits of DarwinX’s data processing activities upon 30 days’ written notice, not more than once annually unless required by supervisory authorities.
(j) Compliance Allocation: Client remains the data controller with ultimate legal responsibility for all data protection compliance. Where DarwinX acts as data processor, DarwinX’s obligations are limited to the technical and procedural requirements specified in this clause. Any joint controller arrangements require separate written agreement.
(k) Regulatory Penalties: Each party is liable for the administrative fines and damages it causes within the meaning of Article 82 GDPR. The Client shall indemnify DarwinX only to the extent the breach, fine, or damage was caused by (i) the Client’s unlawful instruction or (ii) the Client’s own failure to comply with its controller obligations.
(l) Data Minimization: DarwinX shall process only Personal Data necessary for the specific Services and shall not process Personal Data for purposes beyond those instructed by Client.
(m) Lawful Basis: Client warrants it has established appropriate lawful basis for all Personal Data processing and obtained necessary consents where required.
(n) Transfer Mechanisms: International transfers utilize Standard Contractual Clauses or other approved mechanisms. Client may request transfer impact assessments for high-risk jurisdictions.
9.7 Data Retention Periods.
DarwinX shall retain Personal Data only for:
(a) Duration of engagement plus 12 months for business records;
(b) Additional periods required by law (tax, employment, etc.);
(c) Litigation hold periods where disputes are reasonably anticipated.
Client may request earlier deletion except where retention is legally required.
10. THIRD-PARTY TOOLS AND DEPENDENCIES
10.1 Third-Party Tool Recommendations.
DarwinX may suggest potential Third-Party Tools as part of its services. For Option 1 services, such suggestions are conceptual only without compatibility verification, detailed analysis, or implementation guidance. Compatibility assessment and detailed tool analysis are provided only for implementation services (Options 2-4). All tools are subject to their respective terms of service, privacy policies, and licensing agreements. Client is solely responsible for reviewing and accepting such terms.
10.2 No Warranties for Third-Party Tools.
DarwinX provides no warranties, guarantees, or representations regarding Third-Party Tools, including their functionality, availability, security, compliance, or suitability for Client’s purposes. Client uses such tools at its own risk.
10.3 Third-Party Tool Failures.
DarwinX assumes no liability for Third-Party Tool failures, discontinuation, price changes, security breaches, or any other issues. If requested and at DarwinX’s sole discretion, alternative recommendations may be provided as a commercial gesture without obligation.
10.4 Integration Risks.
Client acknowledges that system integrations carry inherent risks including compatibility issues, data loss, system failures, and operational disruptions. Since Client or Client’s designated parties perform all existing system integrations based on DarwinX’s advisory recommendations only, Client assumes all integration risks and shall ensure appropriate backups and safeguards.
10.5 Commission Disclosure.
DarwinX may receive referral commissions from Third-Party Tool providers. Such arrangements are disclosed and accepted by Client without creating additional obligations or liability for DarwinX.
11. LIMITATION OF LIABILITY
11.1 Liability Cap.
DarwinX’s total aggregate liability for all claims arising from or relating to this Agreement, regardless of the form of action, shall not exceed the total amount paid by Client to DarwinX in the twelve (12) months preceding the event giving rise to liability.
11.2 Excluded Damages – Jurisdictional Framework.
(a) UK Engagements: Subject to the Unfair Contract Terms Act 1977 reasonableness test, DarwinX excludes liability for indirect, consequential, special, and punitive damages, including loss of profits, business interruption, and data loss, except where:
(i) Client specifically notified DarwinX of potential for such losses at contract formation
(ii) Losses arise from DarwinX’s gross negligence or willful misconduct
(iii) Exclusion would be unreasonable under the specific circumstances
(b) EU/EEA Engagements: DarwinX excludes all liability for:
(i) Indirect, consequential, special, incidental, and punitive damages
(ii) Loss of profits, revenue, business opportunities, or goodwill
(iii) Business interruption or operational delays
(iv) Data loss where Client failed to maintain adequate backups
(v) Third-party claims unrelated to DarwinX’s direct performance
This exclusion applies to the maximum extent permitted by applicable national law, noting this is a B2B commercial relationship.
(c) Other Jurisdictions: DarwinX excludes all consequential, indirect, special, incidental, and punitive damages to the maximum extent permitted by local law.
(d) Universal Exceptions: Regardless of jurisdiction, exclusions do not apply to:
(i) Death or personal injury caused by DarwinX’s negligence
(ii) Fraud or fraudulent misrepresentation
(iii) Breaches of confidentiality, IP, or non-solicitation by Client
(iv) Any liability that cannot be excluded under applicable mandatory law
11.3 Implementation Risks.
For implementation services (Options 2-4), Client acknowledges that workflow optimizations, system implementations, and business process changes carry inherent risks. DarwinX’s liability for implementation-related issues is limited to re-performance of defective services, subject to the overall liability cap. For Option 1 services, DarwinX assumes no implementation liability as no implementation services are provided – Client assumes all risks associated with self-implementation of conceptual recommendations.
11.4 Force Majeure.
Neither party shall be liable for delays or failures in performance due to Force Majeure Events. If such events continue for more than sixty (60) days, either party may terminate the affected services without liability.
11.5 Statutory Limitations.
Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for gross negligence or willful misconduct where such exclusion is not permitted by applicable law.
12. INDEMNIFICATION
12.1 Client Indemnification.
Client shall indemnify, defend, and hold harmless DarwinX, its Affiliates, and their respective directors, officers, employees, and agents from and against all claims, damages, losses, costs, and expenses (including reasonable legal fees) to the extent arising from:
(a) Client’s breach of this Agreement or any warranties provided herein;
(b) Client’s use or misuse of DarwinX services or recommendations;
(c) Client’s implementation of workflow optimizations or system changes;
(d) Claims that Client Data infringes third-party rights;
(e) Client’s violation of applicable laws or regulations;
(f) Third-party claims arising from Client’s business operations;
(g) Data protection violations or privacy breaches involving Client Data;
(h) Employment or tax liabilities arising from the engagement.
(i) Integration failures, system damage, or data loss arising from Client’s implementation of DarwinX’s integration recommendations.
(j) Any violation of applicable laws, regulations, or legal requirements by Client in connection with this engagement, including all resulting fines, penalties, sanctions, legal costs, regulatory actions, and consequential damages.
(k) Any claims, disputes, or liabilities arising from Client’s interaction with DarwinX Personnel, including contractors and freelancers;
(l) Any employment or contractor classification disputes involving individuals who provided services to Client through DarwinX;
(m) Any intellectual property claims arising from Client’s use of work product created by DarwinX Personnel;
(n) Any breach of Client’s obligations under the non-solicitation provisions, including all costs of replacement, retraining, and business disruption;
(o) Any regulatory investigations or penalties arising from Client’s business operations or use of DarwinX services;
(p) All costs, expenses, and damages arising from Client’s breach of confidentiality obligations, including reputation damage and lost business opportunities.
12.2 Indemnification Procedure.
DarwinX shall provide prompt notice of claims requiring indemnification. Client may assume defense of such claims with qualified counsel, subject to DarwinX’s approval rights regarding settlements affecting DarwinX’s interests.
13. PROHIBITED ACTIVITIES AND NON-SOLICITATION
13.1 Personnel Protection
During the term of this Agreement and for twenty-four (24) months thereafter, Client shall not, directly or indirectly, solicit, hire, engage, contract with, or induce any DarwinX employee, contractor, freelancer, consultant, advisor, specialist, or other personnel (including former personnel who worked on Client’s engagement within the preceding 24 months) to terminate or breach their relationship with DarwinX or to provide services to Client or any Client affiliate. This includes both direct solicitation and responding to approaches from such individuals. Client further agrees not to refer such individuals to third parties for engagement or to facilitate introductions that could lead to their engagement by others.
Client shall not attempt to identify, discover, or ascertain the identity of any DarwinX Personnel involved in the delivery of services, nor shall Client attempt to contact, communicate with, or obtain information about such individuals outside the scope of the engagement and without DarwinX’s express written consent. Any breach of this provision shall be deemed a material breach subject to liquidated damages under Clause 14.
This provision protects DarwinX’s substantial investment in specialized contractor relationships, proprietary training, and confidential client information access developed over years in niche AI markets.
13.2 Confidentiality of Methods.
Client shall not disclose, reproduce, or utilize DarwinX’s proprietary methodologies, sales techniques, marketing materials, processes, or intellectual property for any purpose other than the specific engagement. Client shall not reverse engineer or attempt to replicate DarwinX’s services or offerings.
13.3 Non-Disparagement.
Client shall not make any public statements or communications that could reasonably be expected to harm DarwinX’s reputation, business relationships, or commercial interests. This obligation continues for twelve (12) months after termination of the engagement.
13.4 Competitive Intelligence.
Client shall not use information gained through the engagement to compete with DarwinX or to assist competitors in competing with DarwinX. This includes sharing DarwinX’s methodologies, pricing information, or business strategies with third parties.
- LIQUIDATED DAMAGES
14.1 Liquidated Damages – Jurisdictional Enforcement.
(a) Genuine Pre-Estimate Basis: These amounts represent conservative estimates of DarwinX’s likely losses based on specialized business model, contractor relationships, and proprietary methodologies.
(b) Standard Penalties:
(i) Personnel Solicitation: €50,000 [£42,500] per individual plus 12 months’ compensation
(ii) Confidentiality Breach: €75,000 [£63,750] per incident plus three times benefit received
(iii) IP Misuse: €100,000 [£85,000] plus licensing value and derived benefits
(iv) Material Breach: €25,000 [£21,250] plus actual damages
(c) Jurisdictional Application:
(i) UK: Enforceable as genuine pre-estimates under penalty doctrine exceptions
(ii) EU: Enforceable under commercial freedom of contract principles, not subject to consumer protection unfair terms provisions in B2B relationships
(iii) Other jurisdictions: Enforceable to maximum extent permitted, with courts authorized to reduce to maximum permissible amount while preserving DarwinX’s protection
(d) Fallback Provision: If any amount is deemed unenforceable, it shall be reduced to the maximum amount permitted by applicable law, with remainder of clause remaining in full effect.
14.2 Universal Irreparable Harm.
Regardless of jurisdiction, Client acknowledges breaches of confidentiality, IP, and non-solicitation cause irreparable harm warranting immediate equitable relief. DarwinX may seek immediate injunctive relief, specific performance, and other equitable remedies without posting bond or proving inadequacy of monetary damages. DarwinX may seek ex parte relief without prior notice to Client.
14.3 Cumulative Remedies.
Liquidated damages are in addition to, not in place of:
(a) Injunctive relief and specific performance
(b) Actual damages exceeding liquidated amounts (at DarwinX’s election)
(c) All legal costs and expenses on an indemnity basis
(d) Interest and collection costs
(e) Any other remedies available at law or equity
Multiple breaches result in cumulative liquidated damages. Client pays all enforcement costs regardless of outcome.
14.4 Immediate Payment.
All liquidated damages are due within ten (10) business days of written demand, with 8% monthly interest on late payments.
14.5 Waiver of Defenses.
Client waives all defenses to enforcement including unconscionability, penalty doctrine, and reasonableness challenges to the maximum extent permitted by applicable law.
15. EU AI ACT AND REGULATORY COMPLIANCE
15.1 AI Regulatory Responsibility and Client Acknowledgment.
Client acknowledges that implementation of AI systems may trigger obligations under the EU AI Act and equivalent legislation in any jurisdiction where Client operates or deploys such systems. Client is solely responsible for determining applicable regulatory requirements and ensuring compliance with all AI-related regulations. DarwinX’s role is limited to providing technical implementation services in accordance with Client’s written compliance instructions, and DarwinX assumes no responsibility for regulatory interpretation, legal advice, or compliance strategy.
15.2 AI System Classification and Assessment.
Prior to any AI system implementation, Client shall conduct or arrange for appropriate legal and regulatory assessment of proposed AI systems under applicable AI legislation. While DarwinX may provide technical expertise regarding system capabilities and implementation approaches, Client retains sole responsibility for: (a) determining regulatory classification and risk levels, (b) assessing legal permissibility of deployment, (c) obtaining necessary regulatory approvals or certifications, and (d) developing compliance strategies and monitoring procedures.
15.3 High-Risk AI Systems – Enhanced Client Obligations.
For AI systems that may be classified as high-risk under applicable AI legislation (including but not limited to HR/recruitment systems, credit scoring systems, automated decision-making systems, biometric identification systems, or any systems affecting fundamental rights), Client must:
(a) Provide written confirmation of lawful deployment basis and comprehensive compliance strategy before implementation begins;
(b) Obtain independent legal opinion confirming regulatory permissibility where DarwinX deems such opinion necessary;
(c) Assume full responsibility for ongoing monitoring, human oversight, audit trails, and regulatory reporting;
(d) Provide detailed written instructions regarding all compliance requirements, risk mitigation measures, and operational constraints;
(e) Maintain all documentation demonstrating compliance efforts and provide copies to DarwinX as reasonably requested.
15.4 Prohibited AI Practices and Implementation Limitations.
(a) DarwinX shall not implement AI systems that fall within prohibited practices under applicable AI legislation, including but not limited to subliminal techniques, social scoring, real-time biometric identification in public spaces, or emotion recognition in workplace/education settings, unless Client provides independent legal opinion from qualified counsel confirming lawful deployment under applicable law.
(b) DarwinX reserves the absolute right to decline implementation of any AI system or workflow optimization if: (i) adequate regulatory guidance cannot be provided by Client, (ii) compliance risks are deemed excessive in DarwinX’s sole judgment, (iii) regulatory requirements are unclear or evolving, or (iv) implementation would expose DarwinX to potential regulatory liability.
(c) DarwinX may suspend or terminate AI implementation services immediately if regulatory requirements change during implementation, new legal interpretations emerge, or compliance risks increase, without liability for delays or non-completion.
(d) Regulatory Flagging Limitation.
DarwinX may provide general guidance on obvious regulatory considerations but assumes no obligation to identify all applicable requirements. Client acknowledges DarwinX provides technical services only, not legal or regulatory advice.
15.5 Regulatory Guidance and Client Instructions.
Client shall provide clear, comprehensive written instructions regarding all applicable regulatory requirements, including but not limited to: risk classification determinations, lawful basis for deployment, data processing requirements, human oversight procedures, audit and monitoring requirements, documentation obligations, and any restrictions or limitations on system operation. DarwinX shall follow such instructions but assumes no responsibility for their adequacy, accuracy, or legal sufficiency.
15.6 AI Compliance Responsibility Allocation and Role Clarification.
(a) Client retains ultimate and exclusive legal responsibility for all AI regulatory compliance as the AI system deployer, user, and/or controller under applicable legislation.
(b) DarwinX’s role is strictly limited to providing technical implementation services according to Client’s written instructions and does not extend to regulatory compliance, legal interpretation, or ongoing monitoring obligations.
(c) Any operational cooperation provided by DarwinX (including risk assessments, documentation assistance, or technical specifications) constitutes technical services only, with all legal responsibility and regulatory liability remaining exclusively with Client.
(d) For the avoidance of doubt, DarwinX does not act as AI system provider, deployer, or controller within the meaning of applicable AI legislation, and shall not be deemed to assume such roles by virtue of providing technical implementation services.
15.7 Regulatory Penalties and Comprehensive Indemnification.
Client shall indemnify and hold harmless DarwinX, its affiliates, directors, officers, employees, contractors, and personnel against any and all losses, liabilities, penalties, fines, sanctions, legal costs, regulatory actions, investigations, enforcement proceedings, reputational damage, and claims arising from or relating to:
(a) AI system implementations, deployments, or operations;
(b) Client’s failure to comply with applicable AI regulatory requirements;
(c) Inadequate, incomplete, or incorrect regulatory guidance provided to DarwinX;
(d) Client’s misclassification of AI systems or regulatory obligations;
(e) Regulatory interpretation changes or evolving legal requirements;
(f) Any use of AI systems in violation of applicable laws or regulations;
(g) Client’s failure to obtain necessary regulatory approvals, certifications, or licenses;
(h) Any regulatory investigation or enforcement action involving AI systems implemented by DarwinX.
This indemnification applies regardless of whether such penalties result from Client’s guidance, DarwinX’s implementation, regulatory interpretation changes, evolving legal requirements, or any other cause, and extends to all costs of defense, settlement, and enforcement.
15.8 Regulatory Change Adaptation and Additional Costs.
(a) Both parties acknowledge that AI regulatory landscapes evolve rapidly and unpredictably. Client remains solely responsible for monitoring legal developments and ensuring ongoing compliance throughout and after the engagement.
(b) If regulatory changes require modifications to implemented systems, such modifications constitute additional services subject to separate quotes and payment, regardless of the original scope or timeline.
(c) DarwinX may require updated compliance instructions, legal opinions, or regulatory assessments before proceeding with any modifications, and may decline to proceed if compliance risks are deemed excessive.
15.9 Documentation and Audit Cooperation.
While Client retains sole responsibility for regulatory documentation and audit requirements, DarwinX shall provide reasonable cooperation in Client’s compliance activities by supplying technical documentation, system specifications, and implementation records within DarwinX’s possession, subject to additional fees for extensive documentation requests and DarwinX’s availability constraints.
15.10 Survival and Continuing Obligations.
All provisions of this Clause 15 shall survive termination of the engagement and continue in full force and effect. Client’s indemnification obligations shall continue indefinitely, reflecting the long-term nature of regulatory risks and potential enforcement actions in the AI regulatory environment.
- Insurance & Business Continuity
16.1 Insurance
DarwinX shall maintain such types and levels of insurance cover as it reasonably considers appropriate for the nature of its business and the Services. Evidence of current cover will be provided to the Client on written request where commercially reasonable.
16.2 Business-Continuity Measures
DarwinX shall maintain and periodically test business-continuity and disaster-recovery arrangements that are consistent with good industry practice and shall use reasonable endeavours to restore affected services as promptly as practicable following an unplanned outage.
17. DISPUTE RESOLUTION AND GOVERNING LAW
17.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.
17.2 Jurisdiction.
The parties submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising from or relating to this Agreement. Client waives any objection to venue or jurisdiction in such courts.
17.3 Change of Governing Law and Jurisdiction
(a) If DarwinX’s ultimate holding company re-domiciles to another country (“New Jurisdiction”), DarwinX may, by written notice to the Client, elect to replace the governing-law and exclusive-jurisdiction clauses of this Agreement with the laws and courts of the New Jurisdiction.
(b) The change shall take effect thirty (30) calendar days after the date of the notice (“Effective Date”) **unless** the Client delivers a written objection before the Effective Date.
(c) If the Client objects, DarwinX may, at its sole option, either
(i) continue the Agreement under the existing governing law and courts, **or**
(ii) terminate the Agreement on ten (10) business days’ notice and refund any prepaid fees for Services not yet performed as at the termination date; the Client shall have no further claims arising from that termination.
(d) Silence by the Client constitutes consent to the change.
(e) This clause operates notwithstanding any other provision of this Agreement and survives termination.
17.4 Global Enforcement Rights.
Regardless of governing law, DarwinX may enforce this Agreement in any jurisdiction where:
(a) Client has assets or conducts business
(b) The breach occurred or has continuing effects
(c) Enforcement would be most effective for DarwinX’s protection
DarwinX may choose the most favorable jurisdiction for each type of claim. For confidentiality, IP, or personnel breaches, DarwinX may seek immediate injunctive relief without notice. Client pays all enforcement costs regardless of outcome.
18. GENERAL PROVISIONS
18.1 Amendment Rights.
DarwinX may amend these Terms and Conditions at any time by posting updated terms on its website with a new version number and effective date. Amendments apply only to new Order Forms executed after the amendment effective date. Existing engagements continue under the terms in effect when the Order Form was executed, unless Client provides written consent to apply new terms to existing engagements. Clients are responsible for reviewing the current version before executing new Order Forms. Notice of material amendments that significantly alter payment terms, liability limitations, or termination rights will be sent to Client’s registered email address at least thirty (30) days before the effective date.
18.2 Severability.
If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect. Courts may modify invalid provisions to the minimum extent necessary to render them enforceable while preserving the parties’ original intent.
18.3 Entire Agreement.
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements. No oral modifications are binding; all amendments must be in writing and signed by DarwinX. Client waives all defenses to enforcement including unconscionability, penalty doctrine, and reasonableness challenges to the maximum extent permitted by applicable law.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the parties agree that such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, consistent with the parties’ original intent. If such modification is not possible, the invalid or unenforceable provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.
18.4 Assignment.
Client may not assign this Agreement without DarwinX’s prior written consent.
DarwinX may assign or novate this Agreement to any Affiliate, or in connection with a merger, transfer, acquisition, or sale of business, without the Client’s consent. For the avoidance of doubt, if an entity that is not an Affiliate becomes the ultimate holding company of DarwinX, DarwinX may novate this Agreement to that entity upon providing the Client with at least ten (10) business days’ prior written notice, and the Client hereby irrevocably consents to such novation. Any such assignment or novation shall preserve all rights and obligations of the Client under this Agreement, and shall not affect the validity or enforceability of this Agreement. If the Client objects in writing within the notice period, DarwinX may, at its sole discretion, either (a) withdraw the proposed novation, or (b) terminate the Agreement with immediate effect and refund any prepaid fees for Services not yet performed as of the effective date of termination. In such case, the Client shall have no further claims against DarwinX.
18.5 Notices.
All notices must be in writing and sent to the email addresses specified in orders, registrations, or partner communications. When services are arranged through partners or resellers, notices may be sent through such intermediaries but remain binding when received by the intended party. Notices are deemed received when transmitted during business hours or at 9 AM the next business day if sent outside business hours.
18.6 Waiver.
No failure or delay in exercising any right constitutes a waiver. All waivers must be in writing and signed by the waiving party.
18.7 Force Majeure.
See clause 11.4
18.8 Commercial Relationship.
This is a commercial business-to-business relationship between independent parties. No employment, agency, partnership, or consumer protection laws apply to this relationship.
18.9 Language.
This Agreement is executed in English. If translated, the English version prevails in case of any discrepancy.
18.10 Counterparts and Electronic Signatures.
This Agreement may be executed in counterparts and by electronic signature, each having the same legal effect as original signatures.
18.11 Contractor Status Protection.
(a) Independent Contractor Relationship: All DarwinX personnel are independent contractors or employees of DarwinX/affiliates, not Client.
(b) No Employment Creation: Nothing in this Agreement creates employment relationships between Client and DarwinX personnel.
(c) IR35 Compliance: DarwinX warrants compliance with off-payroll working rules and assumes all related tax liabilities.
(d) Client Indemnity: Client shall indemnify DarwinX against any employment status challenges, tax assessments, or tribunal claims involving DarwinX personnel.
18.12 Commercial Relationship Confirmation.
(a) B2B Nature: This is a commercial business-to-business relationship between sophisticated parties with equal bargaining power.
(b) Consumer Protection Exclusion: No consumer protection laws, unfair contract terms legislation (except UCTA 1977 where applicable), or similar protective provisions apply to this commercial relationship.
(c) Negotiated Terms: Client acknowledges having opportunity to negotiate terms, seek legal advice, and make informed commercial decisions.
(d) Jurisdictional Compliance: All provisions are drafted to comply with mandatory commercial law requirements while maximizing enforceability across jurisdictions.
19. CLIENT ACKNOWLEDGMENT
Client acknowledges having read, understood, and agreed to be bound by these Terms and Conditions in their entirety. Client confirms having the authority to enter into this Agreement and accepts all risks and obligations set forth herein.
By engaging DarwinX services, Client represents and warrants compliance with all provisions and accepts the comprehensive risk allocation established by this Agreement.
END OF TERMS AND CONDITIONS
© 2025 J. Sallinger Ltd. trading as DarwinX. All rights reserved.
