Terms & Conditions

Effective Date: March 01, 2026 Last Updated: March 01, 2026

1. AGREEMENT

These Terms and Conditions govern all professional consulting services provided by IGNITIA Innovation Limited ("IGNITIA", "we", "us") to business clients ("Client", "you"). By engaging our services, signing a Statement of Work, or paying an invoice, you agree to these terms.

2. SERVICES

2.1 Scope: Services are defined in a separate Statement of Work (SOW) or engagement letter. We will provide all services with reasonable skill and care.
2.2 Standard: We act as professional consultants, not employees. We provide advisory and execution services based on professional judgment and proven methodologies. Innovation outcomes depend on multiple factors outside our direct control.
2.3 Client Responsibilities: You agree to provide timely access to necessary information, stakeholders, and resources; respond to requests within reasonable timeframes; and make timely decisions at agreed framework Gate Reviews.

3. FEES & PAYMENT

3.1 Invoicing: Fees are explicitly specified in your Statement of Work. Invoices are issued as agreed (either milestone-based or time-based).
3.2 Payment Terms: Payment is due within 30 days of the invoice date. Late payments are subject to interest at 4% above the Bank of England base rate.
3.3 Expenses: Pre-approved out-of-pocket expenses are billed separately. Third-party costs (e.g., software licenses, specialized materials, travel) are non-refundable.

4. INTELLECTUAL PROPERTY (IP)

4.1 Our Background IP: All IGNITIA methodologies, frameworks, tools, and templates (including but not limited to the IGNITIA Framework™, Wild Soul™, Concurrent Innovation™, Coexistence™, and CoMV™) remain our exclusive intellectual property. You receive a non-exclusive license to use these deliverables strictly for your internal business purposes.
4.2 Your IP: You retain full ownership of all materials, data, and internal information provided to us during the engagement.
4.3 Bespoke Deliverables: Intellectual property rights in bespoke deliverables created specifically for you transfer to you upon full payment of all associated fees, explicitly excluding our underlying proprietary methodologies and frameworks.

5. CONFIDENTIALITY

5.1 Mutual Obligation: Both parties agree to keep all confidential information private and use it solely for the purposes of this engagement.
5.2 Exceptions: Confidentiality obligations do not apply to information that is: publicly available; already known to the receiving party; independently developed; or required by law to be disclosed.

6. LIABILITY

6.1 What We Cannot Exclude: Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by UK law.
6.2 What We Do Exclude: To the maximum extent permitted by law, we exclude all liability for: loss of profits, revenue, business, or opportunities; loss of data or corruption of data; loss of anticipated savings; indirect or consequential losses; and any losses arising from your use or reliance on the deliverables.
6.3 Liability Cap: Our total cumulative liability under any engagement is strictly limited to the lesser of:
- The total fees paid by you for that specific engagement, OR
- £100,000.
- This cap applies to all claims arising from or related to the engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
6.4 Time Limit: You must notify us of any legal claim within 12 months of the issue arising.

7. WARRANTIES DISCLAIMER

7.1 No Guarantees: We do not guarantee specific business results, financial outcomes, or return on investment (ROI). Market innovation success depends on multiple internal and external variables, including market conditions and client execution, which are beyond our control.
7.2 Reasonable Care: Our sole warranty is that we will perform our services with the reasonable skill and care expected of premium professional innovation consultants.

8. DATA PROTECTION

8.1 Compliance: Both parties will strictly comply with UK data protection laws, including the UK GDPR. Our detailed Privacy Policy is available on our website.
8.2 Processing: Where we process personal data on your behalf, we act as a data processor and will process data exclusively on your documented instructions.

9. TERMINATION

9.1 By Either Party: Either party may terminate an engagement with 30 days' written notice. You remain fully liable for all fees corresponding to work completed up to the termination date.
9.2 For Cause: Either party may terminate immediately if the other party materially breaches these terms and fails to remedy the breach within 14 days, or becomes insolvent.
9.3 Effect of Termination: Upon termination, you must pay all outstanding fees immediately; confidentiality obligations continue indefinitely; and we will provide all bespoke work completed up to the termination date.

10. GENERAL PROVISIONS

10.1 Independent Contractor: We act strictly as independent contractors, not as your employees, agents, or formal business partners.
10.2 No Assignment: Neither party may assign this agreement without prior written consent from the other party.
10.3 Force Majeure: Neither party is liable for delays or failures caused by events beyond their reasonable control.
10.4 Entire Agreement: These terms, together with your specific Statement of Work, constitute the entire agreement and supersede all prior understandings or negotiations.
10.5 Amendments: Any changes to these terms must be in writing and signed by authorized representatives of both parties.
10.6 Severability: If any provision of these terms is found invalid or unenforceable, the remainder of the terms will continue in full effect.
10.7 Waiver: The failure to enforce any right or provision does not constitute a waiver of that right.

11. DISPUTE RESOLUTION

11.1 Good Faith: Both parties agree to attempt good faith negotiations to resolve any issues before pursuing formal legal action.
11.2 Governing Law: These terms are governed by the laws of England and Wales.
11.3 Jurisdiction: The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from this agreement.

12. NOTICES & CONTACT INFORMATION

All formal legal notices must be submitted in writing to:

IGNITIA Innovation Limited

Company Registration: 16625452

VAT Number: 503 5270 27

📧 Email: hello@ignitiainnovation.com

🏢 Address: 23, Green Side Hill,

Emerson Valley, Milton Keynes,

MK4 2DF, United Kingdom

By engaging IGNITIA's services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.