Legal

Project Terms and Conditions

The terms governing Imagefast consultancy and technology project engagements. Last updated: March 2026.

1. Definitions

In these Project Terms and Conditions, the following definitions apply:

  • "Agreement" means these Project Terms and Conditions together with the applicable Statement of Work.
  • "Client" means the organisation or individual named in the Statement of Work engaging Imagefast for the Project.
  • "Confidential Information" means any information disclosed by one party to the other in connection with the Project that is identified as confidential or that ought reasonably to be regarded as confidential given its nature and the circumstances of disclosure.
  • "Deliverables" means the outputs, documents, software, configurations, reports, or other materials to be produced by Imagefast as specified in the Statement of Work.
  • "Imagefast" means Imagefast Ltd, a company registered in England and Wales (Company No. 3352845), with its registered office at Warnford Court, 29 Throgmorton Street, London, EC2N 2AT.
  • "Project" means the work to be carried out by Imagefast as described in the Statement of Work.
  • "Project Manager" means the named representative appointed by each party to manage day-to-day communications and decisions in relation to the Project.
  • "Statement of Work" or "SOW" means the written document (which may take the form of a proposal, scope document, or order form) agreed between the parties that describes the Project scope, Deliverables, timeline, and fees.
  • "Working Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.

2. Basis of Engagement

These Project Terms and Conditions apply to all consultancy, technology, and professional services projects undertaken by Imagefast for the Client. They are incorporated into and form part of the Agreement together with the applicable Statement of Work.

The Agreement is formed when the Client provides written acceptance of a Statement of Work (including acceptance by email). In the event of any conflict between these Terms and the Statement of Work, the Statement of Work shall take precedence unless it expressly states otherwise.

No variation to these Terms shall be valid unless agreed in writing by both parties.

3. Scope of Services

Imagefast will provide the services and Deliverables described in the Statement of Work, using reasonable skill and care and in accordance with good industry practice.

Any services or Deliverables not expressly described in the Statement of Work are excluded from the Agreement. Where the Client requests additional services or changes to the agreed scope, these will be addressed through the Change Control process set out in clause 7.

Imagefast reserves the right to determine the manner and means by which the services are delivered, provided the Deliverables meet the requirements set out in the Statement of Work.

4. Client Obligations

The Client acknowledges that Imagefast's ability to deliver the Project on time and to the agreed standard depends on the Client's timely co-operation. The Client agrees to:

  • Appoint a suitably empowered Project Manager with authority to make decisions on behalf of the Client
  • Provide Imagefast with timely access to relevant personnel, systems, data, infrastructure, and premises as reasonably required
  • Provide accurate, complete, and up-to-date information, documentation, and requirements
  • Review and provide feedback on Deliverables within the timescales agreed in the Statement of Work
  • Obtain all necessary licences, consents, and permissions required for Imagefast to carry out the Project
  • Ensure that Client systems and environments are adequately prepared, backed up, and tested prior to any agreed implementation work
  • Notify Imagefast promptly of any issues, changes in circumstance, or decisions that may affect the Project

Where a delay or failure in delivery is caused directly by the Client's failure to meet these obligations, Imagefast will not be in breach of the Agreement and may adjust timelines and fees accordingly.

5. Fees and Payment

The fees for the Project will be as set out in the Statement of Work. Unless stated otherwise, fees are exclusive of VAT, which will be charged at the applicable rate.

Imagefast will invoice the Client in accordance with the payment schedule in the Statement of Work, or where no schedule is specified, monthly in arrears. Payment is due within 30 days of the date of invoice.

If the Client fails to pay any undisputed invoice by the due date, Imagefast reserves the right to: charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; suspend work on the Project until payment is received in full; and recover reasonable costs of debt collection.

Reasonable pre-approved expenses incurred in connection with the Project (such as travel, accommodation, and third-party licences) will be invoiced in addition to the fees, supported by receipts where applicable.

If the Client disputes any part of an invoice, they must notify Imagefast in writing within 10 Working Days of receipt of the invoice, setting out the reasons for the dispute. The parties will work together in good faith to resolve any dispute promptly. Any undisputed portion of the invoice remains payable by the due date.

6. Project Management and Reporting

Each party will appoint a Project Manager prior to commencement of the Project. The Project Managers will be the primary points of contact for day-to-day communications and will have authority to make operational decisions on behalf of their respective organisations.

Imagefast will provide regular progress updates in the form agreed in the Statement of Work. Where the Project is of significant duration, the parties will hold regular review meetings (in person or remotely) at a frequency agreed between the Project Managers.

Either party may escalate issues that cannot be resolved at Project Manager level to senior management. Both parties agree to engage in good faith to resolve escalated issues promptly.

7. Change Control

Either party may request a change to the scope, timelines, or deliverables of the Project by submitting a written change request to the other party's Project Manager.

Imagefast will assess the impact of any requested change on fees, timelines, and resource requirements and provide the Client with a written change order setting out the proposed amendments. No change will take effect until both parties have signed (or confirmed in writing by email) the relevant change order.

Where urgent work is required and a formal change order cannot be completed in advance, Imagefast may proceed on the basis of written authorisation from the Client's Project Manager, with a formal change order to follow within 5 Working Days.

8. Intellectual Property

Pre-existing IP

Each party retains ownership of all intellectual property rights in materials, methodologies, tools, and know-how that it owned or developed prior to the Project or independently of the Project ("Pre-existing IP"). Imagefast's Pre-existing IP includes its proprietary frameworks, templates, accelerators, and reusable components.

Project Deliverables

Subject to full payment of all fees due under the Agreement, Imagefast assigns to the Client all intellectual property rights in the bespoke Deliverables created specifically for the Client under the Project, to the extent such rights are capable of assignment.

Where Deliverables incorporate Imagefast's Pre-existing IP, Imagefast grants the Client a non-exclusive, perpetual, royalty-free licence to use that Pre-existing IP solely to the extent necessary to use and benefit from the Deliverables.

Third-Party Components

Where Deliverables incorporate third-party software, licences, or components, the Client's use of those components is subject to the applicable third-party terms. Imagefast will notify the Client of any material third-party dependencies.

Client Materials

The Client grants Imagefast a non-exclusive licence to use the Client's data, content, and materials solely as necessary to carry out the Project.

9. Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or regulation, or to professional advisers bound by equivalent obligations of confidentiality.

Each party will use the other's Confidential Information only for the purposes of the Project and will apply at least the same degree of care to protecting it as it applies to its own confidential information of a similar nature, and in any event no less than reasonable care.

These confidentiality obligations will survive termination of the Agreement for a period of three years, except in relation to information that: is or becomes publicly available other than through a breach of this clause; was already known to the receiving party before disclosure; or is independently developed by the receiving party without use of the Confidential Information.

10. Data Protection

Both parties will comply with their respective obligations under applicable UK data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where Imagefast processes personal data on behalf of the Client in the course of delivering the Project, Imagefast will act as a data processor and the Client will act as the data controller. In such circumstances, the parties will enter into a Data Processing Agreement setting out the subject matter, duration, nature, and purpose of the processing, the type of personal data involved, and the obligations and rights of each party.

Imagefast will process Client personal data only on the documented instructions of the Client, maintain appropriate technical and organisational measures to protect that data, and assist the Client in meeting its obligations under applicable data protection law.

11. Warranties

Imagefast warrants that: it has the right and authority to enter into the Agreement; the services will be performed with reasonable skill and care and in accordance with good industry practice; and the Deliverables, to the best of its knowledge at the time of delivery, will not infringe any third-party intellectual property rights.

The Client warrants that: it has the right and authority to enter into the Agreement; any materials, data, or information provided to Imagefast for the purposes of the Project do not infringe any third-party rights; and it holds all necessary licences and permissions for the systems and platforms on which the Project is to be delivered.

Save as expressly set out in this clause, all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by applicable law.

12. Limitation of Liability

Nothing in this Agreement excludes or limits either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under applicable law.

Subject to the above, Imagefast's total aggregate liability to the Client under or in connection with the Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid or payable by the Client under the relevant Statement of Work in the twelve months preceding the event giving rise to the claim.

Neither party shall be liable to the other for any indirect, special, incidental, or consequential loss or damage, including loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of data, or loss of goodwill, howsoever arising.

Any claim by the Client must be notified to Imagefast in writing within twelve months of the date on which the Client became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim. Claims not notified within this period shall be time-barred.

13. Term and Termination

The Agreement commences on the date specified in the Statement of Work (or, if no date is specified, the date on which the Client accepts the Statement of Work) and continues until the Project is completed and all undisputed fees have been paid, unless terminated earlier in accordance with this clause.

Either party may terminate the Agreement immediately on written notice if the other party: commits a material breach of the Agreement and (where that breach is capable of remedy) fails to remedy it within 14 Working Days of receiving written notice requiring it to do so; or becomes insolvent, enters administration, receivership, or liquidation, or makes an arrangement with its creditors.

Imagefast may suspend or terminate the Project on reasonable written notice if the Client fails to make any undisputed payment when due and that failure continues for more than 14 Working Days after written notice has been given.

On termination for any reason: the Client will pay all fees due for work completed and expenses incurred up to the date of termination; Imagefast will deliver to the Client all completed or partially completed Deliverables (subject to payment); clauses that by their nature should survive termination (including confidentiality, intellectual property, data protection, limitation of liability, and governing law) will continue in full force and effect.

14. Force Majeure

Neither party will be in breach of the Agreement or liable for any delay or failure to perform its obligations if that delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, government action, war, civil unrest, fire, flood, or failure of third-party infrastructure or services ("Force Majeure Event").

The affected party must notify the other as soon as reasonably practicable and take all reasonable steps to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the Agreement on written notice, in which case the Client will pay for all work completed to date.

15. Sub-contractors

Imagefast may engage sub-contractors or specialist partners to assist in delivering the Project, provided that Imagefast remains responsible for the work of any sub-contractor as if it had carried out that work itself. Imagefast will ensure that any sub-contractor is bound by obligations of confidentiality and data protection no less stringent than those in this Agreement.

Imagefast will not sub-contract the whole of the Project without the Client's prior written consent.

16. Non-Solicitation

During the term of the Agreement and for twelve months following its termination or expiry, neither party will, without the prior written consent of the other, directly solicit or employ any employee or sub-contractor of the other party who has been involved in the Project. This clause does not prohibit either party from responding to or engaging candidates who respond to a genuine open recruitment campaign.

17. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

18. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, deleted. Such modification or deletion shall not affect the validity and enforceability of the remaining provisions.

19. Entire Agreement

This Agreement (comprising these Project Terms and Conditions and the applicable Statement of Work) constitutes the entire agreement between the parties in relation to the Project and supersedes all prior negotiations, representations, warranties, agreements, and understandings between the parties relating to the same subject matter.

Each party acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the other party that is not set out in this Agreement.

20. Contact and Notices

Formal notices under this Agreement must be in writing and delivered by email (with read receipt requested) or by post to the address of the relevant party's registered office or principal place of business as set out in the Statement of Work. Notices sent by post are deemed received two Working Days after posting. Notices sent by email are deemed received on the next Working Day after sending, provided no delivery failure notification is received.

For day-to-day project matters, communications should be directed to the respective Project Managers. For contractual or legal matters, please contact Imagefast at:

Imagefast Ltd
Warnford Court, 29 Throgmorton Street
London, EC2N 2AT
United Kingdom

Email: info@imagefast.co.uk
Phone: 0207 947 4041