Terms of Engagement - Zivana Ltd

Last updated: 8 April 2025

These terms apply to all consulting, advisory, and collaborative work provided by Zivana Ltd (“we”, “us”, “our”) unless otherwise agreed in writing.

1. Our Services

We provide consulting, research, and strategy support across a range of areas including systems design, organisational clarity, applied AI, and strategic transformation. All services are tailored to client context and delivered by Zivana Ltd or its authorised contractors.

2. Project Scope and Deliverables

The scope, timelines, and deliverables of each engagement are agreed in writing prior to commencement. This may be through a formal Statement of Work (SOW), email confirmation, or other documented format.

We reserve the right to revise scopes with mutual agreement if context or requirements change.

3. Fees and Payment

• Fees are agreed on a per-project, retainer, or day-rate basis and are exclusive of VAT (if applicable).

• Payment is due within 14 days of invoice unless otherwise specified.

• Late payments may incur interest in line with the Late Payment of Commercial Debts (Interest) Act 1998.

4. Confidentiality

We treat all client information as confidential and will not disclose it to third parties without consent, unless legally required.

Where applicable, we may sign additional confidentiality or non-disclosure agreements (NDAs) at the client’s request.

5. Use of AI Tools

As outlined in our Privacy Notice, we may use secure AI tools (e.g. ChatGPT, Claude, Fathom) to support our work. These tools may assist with synthesis, transcription, or drafting. No data is used for profiling or automated decision-making.

Clients may request that AI tools are not used in relation to their project. We are happy to adapt our workflow accordingly.

6. Intellectual Property

Unless otherwise agreed:

• Client-owned materials remain the property of the client.

• Zivana-created materials remain the property of Zivana Ltd, with usage rights granted as per the scope of the project.

• We do not resell or repurpose client-specific content without permission.

• General frameworks, methods, or structures developed during delivery may be reused in anonymised or derivative forms unless contractually restricted.

7. Data Protection

Zivana Ltd complies with UK data protection laws (UK GDPR). Our Privacy Notice explains what data we collect and how we use it. You may request access, correction, or deletion of your data at any time.

8. Cancellation and Termination

• Either party may terminate a project with 14 days’ written notice.

• Work completed up to the date of termination will be invoiced and payable.

• If a project is paused for more than 30 days without notice, we may consider it terminated.

9. Liability

We carry professional indemnity insurance appropriate to the nature of our services.

Our total liability under this agreement is limited to the fees paid by the client for the engagement, unless otherwise agreed or required by law.

10. Governing Law

These terms are governed by the laws of England and Wales.