Axianta Tech Logo
Back to Home

AGENCY MASTER SERVICES AGREEMENT

Terms & Conditions

Last updated: March 2026
Axianta Tech Ltd, 34-38 Guildhall Rd, Northampton, NN1 1EW.

1. Agreement to Terms

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client"), and Axianta Tech Ltd ("Agency", "we", "us", or "our"), concerning your access to and use of our digital development, AI implementation, and consulting services ("Services").

By engaging our Services, you agree that you have read, understood, and agree to be bound by all of these Terms and Conditions.

2. Scope of Services

Axianta Tech Ltd provides bespoke digital engineering, including but not limited to web architecture, AI chatbots, automation systems, and data-driven marketing. The exact scope, timelines, deliverables, and fees for each project ("Project Scope") will be detailed in a separate Statement of Work (SOW) or formal Proposal agreed upon by both parties before work commences.

Requests for functionality outside the agreed Project Scope may be subject to additional estimates and billing.

3. Client Responsibilities

To ensure prompt delivery, the Client agrees to provide the Agency with all necessary materials, data, access credentials, and approvals required for the provision of the Services within reasonable timeframes. Axianta Tech Ltd shall not be liable for any delays resulting from the Client's failure to provide such required dependencies.

4. Intellectual Property Rights

Unless otherwise stated in the relevant SOW, upon receipt of full payment for the Services rendered, the Client shall be granted an exclusive, non-transferable license to use the final deliverables (e.g., custom website code, deployed chatbots) for their intended business purpose.

Axianta Tech Ltd retains ownership of any pre-existing code, proprietary frameworks, AI model architecture, or underlying methodologies utilized in the creation of the deliverables. The Agency reserves the right to showcase non-confidential elements of the project in our portfolio and marketing materials unless expressly prohibited by a separate Non-Disclosure Agreement (NDA).

5. Payment Terms & Late Fees

Invoicing: Projects generally require a deposit (typically 50%) prior to commencement, with the balance due upon completion and prior to final deployment, unless alternative milestone payments are specified in the SOW.

Late Payment: Invoices are payable within 14 days of receipt. Under the Late Payment of Commercial Debts (Interest) Act 1998, Axianta Tech Ltd reserves the right to charge statuary interest on any outstanding balances. In cases of severe delinquency, the Agency reserves the right to suspend hosting, services, or maintenance until the account is brought current.

6. Warranties and Limitation of Liability

The Agency provides its Services on an "as is" and "as available" basis. While we build robust, enterprise-grade systems, no digital architecture is completely immune to third-party updates, server outages, or unforeseen software bugs.

To the fullest extent permitted by English law, Axianta Tech Ltd shall not be liable for any indirect, consequential, incidental, or special damages, including loss of profits, revenue, or data, arising from or in connection with the use of our deliverables. Our total liability, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to the Agency for the specific project out of which the liability arose.

7. Confidentiality

Both parties agree to treat all sensitive business information, financial data, and proprietary concepts disclosed during the course of the engagement as strictly confidential. This obligation of confidentiality shall survive the termination of this agreement.

8. Termination

Either party may terminate the engagement by providing written notice if the other party breaches a material term of this agreement and fails to remedy it within 30 days. In the event of termination by the Client prior to project completion, the Agency shall be compensated for all work performed and materials expended up to the date of termination.

9. Governing Law

These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.