Terms of engagement

These are the terms on which Second Shift takes on client engagements. They apply when you and Second Shift sign a statement of work (“SOW”) referring to these terms. Anything in the SOW that conflicts with these terms takes precedence.

They are written in plain English. They are designed for small engagements with UK businesses. Anything unclear can be raised before signing; we prefer to clarify than to hide behind language.

The engagement

Each engagement is described in a signed statement of work. The SOW names the parties, describes the work, names the fees and their timing, and sets a target finish date for the setup phase. Any changes to scope or fees require both parties to sign a written variation.

Fees and payment

Fees are stated in pounds sterling, exclusive of VAT. Second Shift is currently below the UK VAT registration threshold and does not charge VAT; if this changes we will update our invoicing and give you reasonable notice.

Setup fees are payable 50% in advance and 50% on completion, unless otherwise stated. Retainer fees are payable monthly in advance. Invoices are payable within 14 days. Late payment attracts statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.

The retainer is cancellable on 30 days’ written notice by either party. The setup phase is not cancellable once work has commenced; if you wish to terminate early, you pay for work completed to date plus a fair proportion of the uncompleted work if the termination causes genuine loss.

Deliverables and acceptance

Deliverables are identified in the SOW. You have 10 working days from the date a deliverable is presented to raise substantive concerns in writing. Silence past 10 working days constitutes acceptance. If you raise concerns, we will work with you to resolve them without further charge, provided they relate to the scope agreed in the SOW.

Where the engagement involves automations or configurations built inside your own accounts, tools, or cloud infrastructure, those assets are owned by you on delivery. We do not retain access to your systems after an engagement ends, save where explicitly agreed for ongoing retainer work.

Confidentiality

Both parties will keep confidential any non-public information disclosed by the other during an engagement. This obligation survives termination of the engagement by five years. On request, we will sign a separate non-disclosure agreement; in its absence, the obligation in this paragraph applies.

With your written consent, we may refer publicly to the fact that we worked with you. Without your consent, we will not, save where the engagement is already public through your own communications.

Intellectual property

On full payment of the fees for a deliverable, you own that deliverable and any intellectual property created specifically for you under the engagement. You grant us a non-exclusive, perpetual, royalty-free licence to use, in future work for others, the generic techniques, methods, and patterns we developed while serving you, excluding anything that identifies your business or its people.

We retain ownership of our pre-existing intellectual property (templates, frameworks, internal tooling) and grant you a licence to use it as embedded in your deliverables.

Data protection

Where we process personal data on your behalf, we do so as a processor under your instructions. A written data-processing agreement is entered into before any such processing begins, on terms that meet our obligations under the UK GDPR. Our privacy policy describes how we handle personal data about you as an enquirer or client more generally.

Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be limited under UK law.

Subject to the paragraph above, our total aggregate liability under or in connection with any engagement is limited to the fees paid by you in the 12 months preceding the event giving rise to the liability. We are not liable for indirect, consequential, or purely economic losses, including loss of profit, loss of goodwill, or lost business opportunities.

Warranties

We warrant that our services are provided with reasonable care and skill and by personnel with appropriate qualifications and experience. Other than as stated here and in the SOW, and to the maximum extent permitted by UK law, all other warranties (whether express or implied) are excluded.

Termination

Either party may terminate an engagement for material breach if the breach is not remedied within 30 days of written notice. Retainers may be terminated for convenience on 30 days’ notice. On termination, fees are payable for all work completed to the effective date of termination.

General

These terms constitute the entire agreement between the parties in respect of each engagement, together with the SOW. They may be varied only in writing, signed by both parties.

A notice under these terms is effective when delivered by email to the address stated in the SOW.

These terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Contact

Any question about these terms should be raised with us at hello@secondshift.co.uk before signing. We prefer to clarify in advance than to rely on the law to resolve later.