1. Structure
This agreement sets the standing terms. Each engagement is described in a statement of work covering scope, deliverables, timeline, and fees. Where they conflict, the statement of work prevails for that engagement.
2. Delivery
Sterdam provides services with professional skill and care, using senior practitioners. Timelines assume timely client input, approvals, and access.
3. Client responsibilities
- A named decision maker with authority to approve.
- Timely access to systems, data, and stakeholders.
- Accurate information and lawful rights to any content supplied.
4. Change control
Changes to scope are documented and priced before work continues. No change is implied by informal requests.
5. Intellectual property
On full payment, all deliverables and associated IP transfer to the client. Sterdam retains its pre-existing materials, tooling, and general know-how, and grants a perpetual licence to use them as embedded in the deliverables.
6. Confidentiality
Each party protects the other's confidential information with at least reasonable care and uses it only for the engagement.
7. Data protection
Where personal data is processed, the Data Processing Addendum applies.
8. Fees and invoicing
Fees, currency, and invoicing schedule are stated in the statement of work. Reasonable pre-approved expenses are billed at cost.
9. Liability
Neither party is liable for indirect or consequential loss. Aggregate liability is capped at fees paid under the relevant statement of work in the preceding twelve months, except for confidentiality breaches, IP infringement, or wilful misconduct.
10. Term and termination
Either party may terminate for convenience on thirty days' written notice, or immediately for material breach not cured within fifteen days. Work performed remains payable.