KNEAD THAT DOUGH LTD
WEBSITE GENERAL TERMS AND CONDITIONS
Version 1.0 | Date: 1st January 2025

These General Terms and Conditions are intended to be published on Knead That Dough Ltd’s website and incorporated by reference into the Contract Details / Order Form signed by the Client.

The Contract Details, any Schedule 1 or Statement of Work, these Terms and, where applicable, Schedule X – Data Processing Agreement together form the Agreement.

1. Definitions and Interpretation

1.1 In these Terms, unless the context otherwise requires:

Agreement means the Contract Details, any Schedule 1 or Statement of Work, these Terms and any other document expressly incorporated into them. Client means the person, company or organisation identified as the client in the Contract Details.

Client Data means all data, records, files, materials, content, personal data and information supplied by, on behalf of, or made available by the Client to the Supplier, including data extracted, replicated, ingested, transmitted, processed or made available from the Client’s own systems or any third-party platform used by the Client.

Contract Details means the order form, contract details document or other signed document identifying the Parties, Services, fees, term and commercial details. Deliverables means any reports, dashboards, data models, configurations, workflows, documentation, analysis, outputs or other materials expressly identified as deliverables in the Contract Details or Statement of Work. Fees means the fees and charges payable by the Client under the Agreement.

Services means the services described in the Contract Details, Schedule 1, Statement of Workor otherwise agreed in writing, including data extraction, data pipelines,lakehouse or storage configuration, reporting, dashboards, analytics, AI orCopilot-related services, ERP development, automation, maintenance, support and advisory services.

Statement of Work or SOW means any schedule, scope document, quotation, proposal, order form or email agreed in writing which describes the Services, fees, assumptions, exclusions and deliverables.

Supplier means Knead That Dough Ltd, company number 14036780.

Supplier Materials has the meaning given in clause 8.2.

1.2 References to writing include email. References to law include that law as amended, extended, re-enacted or replaced from time to time. Headings are for convenience only and do not affect interpretation.

1.3 If there is a conflict betweendocuments, the order of precedence shall be: first, the Contract Details;second, Schedule 1 or the relevant Statement of Work; third, these Terms; and fourth, any other incorporated document, unless expressly stated otherwise.

2. Formation and Incorporation

2.1 These Terms apply to the Services where they are referred to in the Contract Details, proposal, quotation, Statement of Work or other written agreement between the Parties.

2.2 By signing the Contract Details, accepting a quotation, issuing a purchase order, instructing the Supplier to commence work, or continuing to receive the Services, the Client agrees to be bound by these Terms.

2.3 The Client confirms that it has had a reasonable opportunity to review these Terms before entering into the Agreement.

2.4 The Client’s standard terms, purchase order terms or other conditions shall not apply unless expressly accepted inwriting by the Supplier.
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3. Services

3.1 The Supplier shall provide the Services described in the Contract Details, Schedule 1, Statement of Work or other written agreement.

3.2 The Services may include, whereapplicable, data extraction and integration from SaaS, ERP, POS, finance, CRM,e-commerce, HR and other systems; creation and maintenance of data pipelines;setup and configuration of data lakehouse, Microsoft Fabric, OneLake, Azure,Power BI or similar environments; creation and maintenance of reports anddashboards; AI, Copilot, machine learning or data-agent services; ERP development; automation; support; maintenance; advisory and optimisation services.

3.3 The Supplier shall perform the Serviceswith reasonable skill and care and in accordance with good industry practice.

3.4 Any delivery dates, milestones ortimescales are estimates only unless the Contract Details expressly state that time is of the essence.

3.5 The Supplier may make reasonable operational, technical, security or legal changes to the manner in which the Services are provided, provided such changes do not materially reduce theoverall scope of the Services.

4. Scope, Assumptions and Change Control

4.1 Only the Services expressly stated inthe Contract Details, Schedule 1 or Statement of Work are included in the agreed Fees.

4.2 Unless expressly included in writing, the Fees do not include additional integrations, additional data sources, additional reports, additional dashboards, additional AI or Copilot use cases,additional ERP development, additional automation, additional entities,additional locations, out-of-hours support, migration, exit assistance,training or rework.

4.3 Any work outside the agreed scope shallbe treated as additional services and shall be charged separately at the applicable rate or as otherwise agreed in writing.

4.4 Any change to scope, assumptions, Fees,delivery dates or deliverables must be agreed in writing, including by email.

4.5 The Supplier shall not be responsiblefor delays, additional costs or defects caused by inaccurate assumptions,incomplete information, changes to Client requirements, changes to third-party systems, changes to data structures, or failure by the Client to meet itsdependencies.

5. Client Responsibilities

5.1 The Client shall provide timely accessto systems, environments, credentials, APIs, documentation, personnel, licences, information and assistance reasonably required by the Supplier to perform the Services.

5.2 The Client shall ensure that it has allnecessary rights, permissions, licences, consents, lawful bases andauthorisations to allow the Supplier to access, extract, replicate, ingest,transmit and process Client Data and connect to relevant systems and platforms.

5.3 The Client remains responsible for theaccuracy, completeness, quality, integrity and lawfulness of Client Data andsource data.

5.4 The Client is responsible for the security, configuration, user permissions, access controls, retention settings,licences, governance and administration of systems, accounts, tenants,infrastructure and environments under its control, including its Microsoft tenant and any third-party platforms.

5.5 The Client shall not use the Services, Deliverables, Supplier Materials or outputs unlawfully or in breach of third-party rights, platform terms, export controls, sanctions, data protection law or applicable regulation.

6. Fees and Payment

6.1 The Client shall pay the Fees set out in the Contract Details, Schedule 1, Statement of Work or as otherwise agreed in writing.

6.2 Unless otherwise stated, Fees are exclusive of VAT and any similar taxes, which shall be payable in additionwhere applicable.

6.3 Unless otherwise agreed, invoices are payable within fourteen days of the invoice date.

6.4 Ad hoc work, including ERP development and additional services, shall be charged at USD 90 per hour unless the Contract Details states a different rate or the Parties agree to use GBP or another currency.

6.5 Third-party licence, software, cloud,Microsoft, Azure, Fabric, Power BI, storage, compute, API, hosting and platformcosts are excluded from the Fees and shall be borne by the Client unless expressly agreed otherwise.

6.6 If an undisputed invoice is overdue,the Supplier may charge interest at 4% per annum above the Bank of England base rate, accruing daily until payment is made.

6.7 The Supplier may suspend the Services if an undisputed invoice remains unpaid more than fourteen days after written notice requiring payment. The Supplier shall not be liable for delay, interruption or non-performance resulting from suspension.

7. Acceptance

7.1 Where a Deliverable is subject to acceptance, the Client shall review it promptly and notify the Supplier of any material non-conformity within five Business Days of delivery.

7.2 If the Client does not notify a material non-conformity within that period, the Deliverable shall be deemed accepted.

7.3 Minor issues, cosmetic matters ordefects that do not materially prevent use shall not prevent acceptance.

8. Intellectual Property, Client Data and Supplier Materials

8.1 Client Data belongs to the Client. The Client retains all right, title and interest in and to Client Data, including data extracted from the Client’s systems or third-party platforms. Nothing in these Terms transfers ownership of Client Data to the Supplier.

8.2 Knead That Dough owns the code, connectors, pipelines and development work. All rights in the Supplier Materials, including any code, scripts, connectors, APIs, data pipelines, data models, configurations, dashboards, templates, workflows, automations, methodologies, tools and development work created or used by the Supplier inproviding the Services, shall remain owned by the Supplier.

8.3 The Client is granted only a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Supplier Materials during the term of the Agreement solely for its internal business purposes and solely as part of the Services.

8.4 On termination or expiry of the Agreement, that licence shall automatically terminate, and the Client must not use, copy, modify, reverse-engineer, adapt, retain, access, operate or permitany third party to use the Supplier Materials, including for the purpose ofextracting, processing, reporting on or pulling further data from the Client’s systems.

8.5 For the avoidance of doubt, terminationdoes not affect the Client’s ownership of Client Data, and the Supplier shall provide reasonable assistance to return or export Client Data subject topayment of any applicable fees.

8.6 The Client shall not remove, obscure oralter proprietary notices or attempt to derive source code, architecture,logic, workflow, configuration or other underlying elements of SupplierMaterials.

8.7 The Supplier may use and retain general know-how, experience, ideas, techniques, methodologies and learning acquiredduring the provision of Services, provided it does not disclose Client Confidential Information or Client Data.

8.8 The Client shall not permit any competitor of the Supplier or any third-party developer to access Supplier Materials for the purpose of copying, recreating, benchmarking, replacing or competing with the Supplier’s solution unless agreed in writing by theSupplier.

9. Data Protection

9.1 Each Party shall comply with applicabledata protection laws, including the UK GDPR, the Data Protection Act 2018 andany other applicable privacy or data protection law.

9.2 Where the Supplier processes personaldata on behalf of the Client in providing the Services, the Client is thecontroller and the Supplier is the processor unless the Parties agree otherwisein writing.

9.3 The Supplier shall process personal data in accordance with Schedule 1 – Data Processing Agreement, which is incorporated into these Terms where the Supplier acts as processor.

9.4 The Client warrants that it has allnecessary notices, lawful bases, consents, rights and permissions to disclosepersonal data to the Supplier and to instruct the Supplier to process it.

9.5 The Client acknowledges that data maybe transmitted through, processed on or temporarily stored in systemscontrolled by the Supplier or its sub-processors before being made available inthe Client’s environment.

9.6 The Supplier shall implementappropriate technical and organisational measures designed to protect personaldata while under the Supplier’s control, as further described in Schedule 1.

10. Information Security

10.1 The Supplier shall maintain appropriate technical and organisational measures designed to protect Client Data under its control against unauthorised access, accidental loss,destruction, alteration or disclosure.

10.2 Those measures may include, where appropriate, access controls, authentication, encryption in transit, confidentiality commitments, restricted access, secure development practices,logging, backup controls and reasonable administrative safeguards.

10.3 The Client remains responsible for security of its own environment, accounts, users, tenant, licences, devices and platforms.

10.4 The Supplier is not responsible for security incidents, data loss or unauthorised access caused by the Client’s systems, users, credentials, permissions, misconfiguration or third-party platforms not controlled by the Supplier.

11. AI, Copilot and Automated Outputs

11.1 Where the Services include AI,Copilot, machine learning, data agents, automated insights or similar functionality, the Client acknowledges that outputs may be probabilistic,incomplete, inaccurate or unsuitable without human review.

11.2 The Supplier does not warrant that AIor automated outputs will be error-free, complete, accurate, non-infringing,fit for a particular purpose or suitable for autonomous decision-making.

11.3 The Client is responsible forreviewing, validating and approving any AI, automated or analytical outputsbefore relying on them or taking action.

11.4 The Client shall not use AI-relatedServices for unlawful, discriminatory, harmful, high-risk, regulated orprohibited purposes unless expressly agreed in writing and subject toappropriate safeguards.

12. Third-Party Platforms and Dependencies

12.1 The Services may depend on third-party platforms, APIs, cloud services, SaaS products, Microsoft services, Client systems and other external services.

12.2 The Supplier is not responsible for any failure, outage, suspension, rate limit, API change, compatibility issue,withdrawal, degradation, price increase or other matter affecting a third-partyplatform or system not controlled by the Supplier.

12.3 The Client is responsible for complying with applicable third-party platform terms and maintaining necessary subscriptions, licences and permissions.

13. Confidentiality

13.1 Each Party shall keep confidential all confidential information received from the other Party and shall not disclose it except as permitted by these Terms.

13.2 A Party may disclose confidential information to its employees, officers, contractors, professional advisers, sub-contractors and group companies who need to know it for the purposes of the Agreement and are subject to confidentiality obligations, or where required by law, court order or competent authority.

13.3 Confidential information does not include information that is public other than through breach, lawfully known before disclosure, lawfully received from a third party, or independently developed without use of the other Party’s confidential information.

13.4 This clause survives termination.

14. Subcontracting

14.1 The Supplier may use employees, contractors and subcontractors to provide the Services.

14.2 The Supplier shall remain responsible for the acts and omissions of sub-contractors in relation to the Services, subject to the limitations and exclusions in these Terms.

14.3 Where a subcontractor processes personal data as a sub-processor, the provisions of Schedule 1 apply.

15. Warranties and Disclaimers

15.1 The Supplier warrants that it shall provide the Services with reasonable skill and care.

15.2 Except as expressly stated, all warranties, conditions and terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

15.3 The Supplier does not warrant that the Services will be uninterrupted or error-free, that third-party platforms will remain available or unchanged, that reports or dashboards will be free from errors caused by inaccurate data, or that the Services will achieve any particular commercial outcome, saving, performance target or business result.

16. Limitation of Liability

16.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be limitedor excluded.

16.2 Subject to clause 16.1, the Supplier shall not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss or corruption of data except to the extent directly caused bythe Supplier’s breach of express obligations while such data is under the Supplier’s direct control.

16.3 Subject to clause 16.1, the Supplier shall not be liable for loss, delay, defect, inaccuracy or non-performance to the extent caused by Client acts or omissions, inaccurate or incomplete Client Data, third-party platforms, Client system configuration, Client security,Client user action, or reliance on AI or automated outputs without appropriatereview.

16.4 Subject to clauses 16.1 to 16.3, the Supplier’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the total Fees paid by the Client to the Supplier in the three months immediately preceding the event giving rise to the claim.

16.5 The Client acknowledges that the Fees reflect the allocation of risk in the Agreement.

17. Term and Termination

17.1 The Agreement starts on the datestated in the Contract Details and continues for the initial term stated there. Unless stated otherwise, the initial term is three months and the Agreement continues thereafter until terminated on two months’ written notice.

17.2 Either Party may terminate immediately by written notice if the other Party commits a material breach and fails to remedy it within fourteen days of written notice, becomes insolvent, ceases or threatens to cease business, or is unable to pay debts as they fall due.

17.3 The Supplier may terminate or suspend immediately if the Client fails to pay undisputed Fees after notice, uses the Services unlawfully, creates security or legal risk, or fails to provide necessary access, information or dependencies.

17.4 Termination does not affect rights and liabilities accrued before termination.

18. Exit and Offboarding

18.1 On termination or expiry, the Client shall immediately stop using Supplier Materials unless the Supplier agrees otherwise in writing.

18.2 Following termination, the Supplier shall not be required to maintain, operate, transfer, disclose or provideaccess to its code, scripts, connectors, pipelines, tools or developmentenvironment.

18.3 Any exit assistance shall be limited to the return or export of Client Data in a commonly used format, unless otherwise agreed in writing.

18.4 Exit assistance, migration support, data export assistance and transition work shall be chargeable at the Supplier’s then-current rates unless expressly included in the Contract Details.

18.5 The Supplier may retain copies of Client Data to the extent required by law, regulation, backup, audit, insurance, dispute resolution or legitimate business record purposes, subject to confidentiality and data protection obligations.

19. Force Majeure

19.1 Neither Party shall be liable fordelay or failure to perform, other than payment obligations, caused by events beyond reasonable control, including fire, flood, war, terrorism, industrial disputes, pandemic, utility failure, cyber incident not caused by breach, orinterruption to third-party cloud, hosting, API or software providers.

19.2 The affected Party shall use reasonable endeavours to mitigate the effects and resume performance.

20. Publicity

20.1 Subject to the Client’s prior written consent, not to be unreasonably withheld or delayed, the Supplier may identifythe Client as a customer and use the Client’s name and logo for marketing orcase-study purposes.

20.2 The Client may withdraw consent bywritten notice.

21. Notices

21.1 Notices must be in writing and delivered by hand, post or email to the address notified by the relevant Party.

21.2 Notices are deemed received on delivery if by hand, at 9.00 am on the second Business Day after posting if by first-class post, and at 9.00 am on the next Business Day after transmission if by email.

21.3 This clause does not apply to service of legal proceedings.

22. Assignment

22.1 The Client shall not assign, transfer,novate, charge, subcontract or otherwise deal with its rights or obligations without the Supplier’s prior written consent.

22.2 The Supplier may assign, transfer or novate the Agreement to any purchaser of its business or assets or to a group company on written notice.

23. Entire Agreement

23.1 The Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions,negotiations, understandings, agreements and representations relating to itssubject matter.

23.2 Each Party acknowledges that it has not relied on any statement or representation not expressly set out in the Agreement, except that nothing excludes liability for fraud.

24. Variation

24.1 No variation is effective unless agreed in writing by the Parties, including by email.

25. Severance

25.1 If any provision is invalid, illegalor unenforceable, it shall be modified to the minimum extent necessary to makeit valid and enforceable, or if that is not possible, deleted. The remainder ofthe Agreement remains effective.

26. Waiver

26.1 No failure or delay in exercising aright or remedy shall constitute a waiver of that or any other right or remedy.

27. Third Party Rights

27.1 A person who is not a Party has noright under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

28. Governing Law and Jurisdiction

28.1 The Agreement and any dispute or claimarising out of or in connection with it shall be governed by the laws of England and Wales.

28.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or inconnection with the Agreement. 

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