Terms
Standard Service Terms and Conditions (B2B)
Company: Innoventor Technical Services Limited
Registered in: United Kingdom. Company no. 07923513
These Standard Service Terms and Conditions (the Terms) apply to all services provided by Innoventor Technical Services Limited (“Innoventor”, “we”, “us”, “our”) to business customers (“Client”, “you”). They are intended for business-to-business (B2B) use only and do not apply to consumers.
1. Definitions and Interpretation
1.1 Agreement means the contract between Innoventor and the Client for the provision of Services, consisting of these Terms, any Proposal, Statement of Work (SOW), Quotation, Order Form, and any other document expressly agreed in writing.
1.2 Services means the professional, technical, consultancy, engineering, development, or related services provided by Innoventor as described in a Proposal or SOW.
1.3 Project means the project to which the Services relate.
1.4 Milestone means a defined stage or deliverable of the Project, as set out in the applicable SOW or Proposal.
1.5 Deliverables means any outputs, reports, software, designs, documentation, or other materials produced by Innoventor as part of the Services.
1.6 Business Day means a day other than a Saturday, Sunday, or public holiday in England.
2. Formation of Contract
2.1 A binding Agreement comes into effect when the Client:
• accepts a Proposal or SOW in writing; or
• issues a purchase order that Innoventor accepts; or
• instructs Innoventor to commence Services.
2.2 These Terms prevail over any Client terms and conditions, unless expressly agreed otherwise in writing by Innoventor.
3. Scope of Services
3.1 Innoventor shall provide the Services with reasonable skill and care in accordance with generally accepted industry standards.
3.2 The Services are limited to those expressly set out in the agreed SOW or Proposal. Any additional work constitutes a Change Request and may be subject to additional fees and revised timelines.
3.3 Innoventor does not guarantee that the Services or Deliverables will achieve any specific commercial, technical, or financial result unless expressly stated in writing.
4. Project Milestones
4.1 The Project may be divided into Milestones, each with associated Deliverables, timescales, and fees as set out in the SOW.
4.2 Completion of a Milestone occurs when the relevant Deliverables are provided to the Client.
4.3 Unless otherwise stated:
• Milestones are deemed accepted five (5) Business Days after delivery; and
• the Client must notify Innoventor in writing of any material non-conformity within that period.
4.4 If the Client fails to provide feedback, approvals, information, or access required to complete a Milestone, Innoventor may:
• revise the Project timeline;
• suspend work; and/or
• invoice for the Milestone as if completed.
5. Client Obligations
5.1 The Client shall:
• provide timely and accurate information, materials, and instructions;
• ensure all necessary licences, permissions, and consents are obtained;
• cooperate reasonably with Innoventor;
• comply with all applicable laws and regulations.
5.2 Innoventor is not responsible for delays or failures caused by the Client’s acts or omissions.
6. Fees and Payment
6.1 Fees are as set out in the applicable Proposal or SOW and are exclusive of VAT and expenses unless stated otherwise.
6.2 Unless otherwise agreed:
• Milestone-based fees are invoiced upon completion of each Milestone;
• invoices are payable within fourteen (30) days of the invoice date.
6.3 Innoventor may charge statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
6.4 Innoventor may suspend Services if payment is overdue.
7. Change Requests
7.1 Any change to scope, Deliverables, Milestones, or timelines must be agreed in writing.
7.2 Innoventor is not obliged to commence a Change Request until the parties agree on pricing and schedule adjustments.
8. Intellectual Property Rights
8.1 All Intellectual Property Rights in pre-existing materials remain the property of the owning party.
8.2 Subject to full payment, Innoventor grants the Client a non-exclusive, non-transferable licence to use the Deliverables for its internal business purposes only, unless otherwise agreed.
8.3 Innoventor may reuse general knowledge, skills, and experience gained during the Project.
9. Confidentiality
9.1 Each party shall keep confidential all information marked or reasonably understood to be confidential.
9.2 Confidential information may be disclosed where required by law or regulatory authority.
10. Data Protection
10.1 Each party shall comply with applicable UK data protection laws, including the UK GDPR and Data Protection Act 2018.
10.2 Where Innoventor processes personal data on behalf of the Client, the parties shall enter into a data processing agreement if required.
11. Warranties and Disclaimers
11.1 Innoventor warrants that it has the right to provide the Services.
11.2 Except as expressly stated, all warranties, conditions, and terms implied by law are excluded to the fullest extent permitted by law.
12. Limitation of Liability
12.1 Nothing in these Terms limits liability for:
• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any liability that cannot be excluded by law.
12.2 Subject to clause 12.1, Innoventor’s total liability arising out of or in connection with the Agreement shall not exceed the total fees paid or payable under the relevant SOW.
12.3 Innoventor shall not be liable for:
• loss of profit, revenue, or business;
• loss of data;
• indirect or consequential loss.
13. Termination
13.1 Either party may terminate immediately if the other party commits a material breach that is not remedied within fourteen (30) days of written notice.
13.2 Innoventor may terminate if the Client becomes insolvent or unable to pay its debts.
13.3 Upon termination:
• all outstanding invoices become immediately payable;
• licences granted under these Terms shall cease.
14. Force Majeure
Neither party shall be liable for failure or delay caused by events beyond its reasonable control.
15. Subcontracting
Innoventor may subcontract parts of the Services, provided it remains responsible for their performance.
16. Governing Law and Jurisdiction
These Terms and any dispute arising out of them shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
17. General
17.1 The Client may not assign the Agreement without Innoventor’s prior written consent.
17.2 A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.
17.3 If any provision is held invalid, the remaining provisions remain in force.
Standard Service Terms and Conditions (B2C)
Company: Innoventor Technical Services Limited
Registered in: United Kingdom. Company no. 07923513
These Standard Service Terms and Conditions (the Terms) apply to all services provided by Innoventor Technical Services Limited (“Innoventor”, “we”, “us”, “our”) to business customers (“Client”, “you”). They are intended for business-to-business (B2B) use only and do not apply to consumers.
1. Definitions and Interpretation
1.1 Agreement means the legally binding contract between you and Innoventor for the provision of Services, consisting of these Terms, any written description of Services on our website, any quotation, order confirmation, and any additional terms expressly agreed in writing.
1.2 Services means the technical, consultancy, engineering, development, or related services provided by Innoventor as described on our website, quotation, or order confirmation.
1.3 Project means the project (if any) to which the Services relate.
1.4 Milestone means a defined stage or deliverable of the Project, where applicable, as described in writing.
1.5 Deliverables means any outputs, reports, software, designs, documentation, or other materials produced by Innoventor as part of the Services.
1.6 Business Day means a day other than a Saturday, Sunday, or public holiday in England.
2. Formation of Contract
2.1 A contract is formed when we:
• confirm acceptance of your order in writing or by email; or
• begin providing the Services.
2.2 If there is any conflict between these Terms and any description of Services, these Terms shall prevail unless stated otherwise.
3. Scope of Services
3.1 We will provide the Services with reasonable skill and care, as required by the Consumer Rights Act 2015.
3.2 The Services are limited to those expressly agreed. Any additional work requested by you may be subject to additional charges and revised timescales.
3.3 We do not guarantee that the Services will achieve any particular result unless expressly agreed in writing.
4. Project Milestones (Where Applicable)
4.1 Where a Project is divided into Milestones, each Milestone, Deliverable, timeframe, and fee will be explained to you in advance.
4.2 A Milestone is considered complete when the relevant Deliverables are provided to you.
4.3 You must notify us of any issues with a Milestone within a reasonable time. We will use reasonable efforts to remedy any failure to meet the agreed description.
4.4 Delays caused by your failure to provide required information, approvals, or access may result in revised timelines and additional costs.
5. Your Responsibilities
5.1 You agree to:
• provide accurate and complete information;
• cooperate with us as reasonably required;
• ensure that any materials you provide do not infringe third-party rights.
5.2 We are not responsible for delays or issues caused by incomplete or incorrect information you provide.
6. Fees and Payment
6.1 Prices for Services will be clearly communicated before you place an order and will include VAT unless stated otherwise.
6.2 Payment terms will be stated at the time of order. Unless otherwise agreed, payment is required in advance or at Milestone stages.
6.3 If payment is overdue, we may suspend Services until payment is received.
7. Consumer Rights and Right to Cancel
7.1 You have the right to cancel this Agreement within 14 days of entering into it, in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
7.2 If you request that the Services begin during the cancellation period, you acknowledge that:
• you may be required to pay for Services provided up to the point of cancellation; and
• you may lose the right to cancel once the Services are fully performed.
7.3 To exercise your right to cancel, you must inform us clearly in writing.
8. Intellectual Property Rights
8.1 All Intellectual Property Rights in pre-existing materials remain the property of the relevant owner.
8.2 Upon full payment, you are granted a non-exclusive, non-transferable licence to use the Deliverables for your personal use only, unless otherwise agreed in writing.
8.3 You may not resell, distribute, or commercially exploit the Deliverables without our prior written consent.
9. Confidentiality
9.1 We will treat your personal and confidential information with care and in accordance with applicable laws.
10. Data Protection
10.1 We will process personal data in accordance with our Privacy Policy, the UK GDPR, and the Data Protection Act 2018.
11. Warranties
11.1 We warrant that the Services will be provided with reasonable skill and care and will match their description.
11.2 If the Services do not conform, you may be entitled to a repeat performance or a price reduction, in accordance with the Consumer Rights Act 2015.
12. Limitation of Liability
12.1 Nothing in these Terms limits or excludes our liability for:
• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any matter which cannot be limited or excluded by law.
12.2 Subject to clause 12.1, we are not liable for losses that were not reasonably foreseeable at the time the contract was formed.
13. Termination
13.1 Either party may terminate this Agreement if the other commits a serious breach which cannot be remedied.
13.2 On termination, you must pay for Services already provided.
14. Force Majeure
We are not responsible for delays or failures caused by events beyond our reasonable control.
15. Subcontracting
We may subcontract parts of the Services, but remain responsible for their performance.
16. Governing Law and Jurisdiction
These Terms are governed by the laws of England and Wales. Any disputes may be brought in the courts of England and Wales.
17. General
17.1 We may update these Terms from time to time. The version in force at the time of your order will apply.
17.2 If any provision is found unenforceable, the remaining provisions will remain in effect.
Standard Service Terms and Conditions (Bespoke Goods)
Company: Innoventor Technical Services Limited
Registered in: United Kingdom. Company no. 07923513
These Standard Service Terms and Conditions (the Terms) apply to all services provided by Innoventor Technical Services Limited (“Innoventor”, “we”, “us”, “our”) to business customers (“Client”, “you”). They are intended for business-to-business (B2B) use only and do not apply to consumers.
1. Definitions and Interpretation
1.1 Agreement means the legally binding contract between you and Innoventor for the sale of Goods, consisting of these Terms, the product description, any specification agreed with you, the order confirmation, and any additional terms agreed in writing.
1.2 Goods means bespoke, customised, or made-to-order goods manufactured or supplied by Innoventor in accordance with your specifications.
1.3 Specification means the description, design, measurements, materials, colours, features, or other requirements for the Goods agreed with you before production begins.
1.4 Business Day means a day other than a Saturday, Sunday, or public holiday in England.
2. Basis of Sale
2.1 The description of the Goods and any Specification are provided before you place your order.
2.2 A contract is formed when we issue an order confirmation or commence manufacture of the Goods.
2.3 You are responsible for ensuring that the Specification you provide is accurate and complete.
3. Bespoke and Made-to-Order Goods
3.1 The Goods are made to your individual requirements and are not mass-produced.
3.2 Once production has begun, changes to the Specification may not be possible and may result in additional costs and delays.
3.3 Minor variations in colour, finish, texture, or dimensions may occur as a result of the bespoke manufacturing process and do not constitute a fault.
4. Price and Payment
4.1 The price of the Goods will be confirmed before you place your order and will include VAT unless stated otherwise.
4.2 We may require full or partial payment in advance before commencing manufacture.
4.3 The balance (if any) must be paid before delivery or collection of the Goods.
4.4 If payment is not received when due, we may suspend manufacture or delivery.
5. Delivery and Collection
5.1 Delivery dates are estimates only. Time for delivery is not of the essence.
5.2 We are not responsible for delays caused by events beyond our reasonable control or by your failure to provide required information or access.
5.3 Risk in the Goods passes to you on delivery.
5.4 Ownership of the Goods passes to you once full payment has been received.
6. Consumer Right to Cancel
6.1 Important: Your statutory 14-day cancellation right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply to bespoke or made-to-order goods.
6.2 This does not affect your statutory rights if the Goods are faulty, not as described, or unfit for purpose.
7. Faulty or Non-Conforming Goods
7.1 The Goods must be as described, of satisfactory quality, and fit for purpose in accordance with the Consumer Rights Act 2015.
7.2 If the Goods are faulty or do not conform to the Agreement, you may be entitled to:
• repair or replacement; or
• a price reduction or refund, where repair or replacement is not possible.
7.3 You must notify us of any issues within a reasonable time after delivery.
8. Returns and Refunds
8.1 Returns are only accepted where the Goods are faulty or do not conform to the Agreement.
8.2 We will bear the cost of return for faulty or non-conforming Goods.
8.3 Refunds (where applicable) will be made using the original payment method.
9. Intellectual Property
9.1 All intellectual property rights in designs, drawings, specifications, or prototypes created by us remain our property unless otherwise agreed in writing.
9.2 You must not reproduce or use such materials for commercial purposes without our consent.
10. Limitation of Liability
10.1 Nothing in these Terms limits or excludes our liability for:
• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any liability that cannot be excluded by law.
10.2 We are not liable for losses that were not reasonably foreseeable at the time the contract was formed.
11. Force Majeure
We are not responsible for failure or delay in performance caused by events beyond our reasonable control.
12. Governing Law and Jurisdiction
These Terms are governed by the laws of England and Wales. Any disputes may be brought in the courts of England and Wales.
13. General
13.1 We may update these Terms from time to time. The version in force at the time of your order will apply.
13.2 If any provision of these Terms is held unenforceable, the remaining provisions shall remain in effect.
Last updated: March 2026