Last Updated: November 20, 2025
These Terms of Service ("Terms") govern the relationship between Kingsbury IT Solutions Limited ("Kingsbury", "we", "us"), a company registered in England and Wales, and the client ("Client", "you") engaging our services.
1.1 "Services" means the consultancy, software development, and AI implementation services specified in a Statement of Work (SOW).
1.2 "Deliverables" means the specific items to be provided by Kingsbury to the Client as set out in the SOW.
1.3 "IP Rights" means all intellectual property rights including copyright, patents, trademarks, and trade secrets.
2.1 We shall provide the Services with reasonable skill and care, in accordance with good industry practice.
2.2 Any timelines provided are estimates only unless explicitly stated as "guaranteed" in the SOW. We shall use reasonable endeavours to meet such dates.
2.3 We reserve the right to use third-party tools, libraries, and AI models (e.g., OpenAI, Anthropic) in the delivery of Services, subject to their respective terms.
3.1 Fees are set out in the SOW. Unless otherwise agreed, invoices are payable within 30 days of the invoice date.
3.2 All fees are exclusive of VAT, which shall be charged at the prevailing rate.
3.3 Late payments shall attract interest at 4% above the Bank of England base rate.
4.1 Background IP: All IP Rights owned by a party prior to this agreement ("Background IP") remain the sole property of that party.
4.2 Deliverables: Upon full payment of all Fees, Kingsbury assigns to the Client all IP Rights in the specific Deliverables created uniquely for the Client.
4.3 Kingsbury IP: We retain ownership of our generic code libraries, frameworks, methodologies, and "know-how" used to create the Deliverables. You are granted a perpetual, non-exclusive, royalty-free licence to use such Kingsbury IP solely as embedded within the Deliverables.
5.1 Both parties agree to keep confidential all non-public information disclosed by the other party.
5.2 We process personal data in accordance with our Privacy Policy and the UK GDPR.
6.1 Nothing in these Terms excludes liability for death, personal injury caused by negligence, or fraud.
6.2 Subject to 6.1, our total aggregate liability to you (whether in contract, tort, or otherwise) shall be limited to the total Fees paid by you in the 12 months preceding the claim.
6.3 We shall not be liable for any indirect, special, or consequential losses, including loss of profit, data, or business opportunities.
6.4 You acknowledge that AI models can be unpredictable. We do not guarantee that AI-generated outputs will be error-free or suitable for any specific purpose without human verification.
7.1 Either party may terminate an SOW for convenience with 30 days' written notice, subject to payment for all work done up to the termination date.
7.2 Either party may terminate immediately if the other party commits a material breach which is not remedied within 14 days.
8.1 These Terms constitute the entire agreement between the parties.
8.2 No variation of these Terms shall be effective unless in writing and signed by both parties.
8.3 These Terms are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.