Terms of use

Part 01

Parties, and which document wins

Role: supplier

One side of this is VIVAN LABS LTD, a private limited company on the register of England and Wales under number 17061582, called we and us throughout. The other side is you: a reader of vivanlabs.co.uk for Parts 1 and 2, and the organisation that signs an engagement for everything after that.

Nothing published here is an offer that can be accepted into a contract. Descriptions of the work are an invitation to talk about it. A supply begins when both sides have signed, and not before.

1.1 Precedence, in the order a conflict is resolved

Engagements accumulate paperwork, and the honest thing is to say up front which page beats which when two of them disagree.

The ordering is deliberate. Standing terms exist to fill gaps, and a supplier whose small print quietly overrides the deal both sides negotiated has written the small print for the wrong reason.

Back to contents

Part 02

Reading and reusing this site

Role: supplier

Read it, quote it, link to it, disagree with it in public. Copy a paragraph into a procurement pack if that helps you evaluate us. None of that needs permission.

Three things are outside that latitude: crawling the site hard enough to degrade it for other people, republishing its content as though somebody else wrote it, and using the company name or the mark at the top of the page as the identifier of a product that is not ours.

We aim to keep the pages accurate and current, and we revise them without notice when something changes. Nothing written here is advice on your particular circumstances, technical or legal, and a page describing how we approach a problem is not a promise about how yours will resolve.

Back to contents

Part 03

How a piece of work is assembled

Role: supplier

3.1 Scoping

Work starts from a written scope naming the outcome, the boundary, the assumptions it rests on and the price. Assumptions are listed explicitly, because an assumption that turns out to be wrong is the usual reason a fixed price piece of work goes sideways, and naming it in advance tells both sides where to look.

3.2 Change control

A shift in scope, timetable or price is agreed in writing before the work shifts. A remark in a meeting is not an instruction to spend your budget differently, and we will ask for it in writing even when that feels heavy for a small change.

3.3 Acceptance

Each deliverable carries an acceptance window set in its statement of work. Acceptance is not withheld over a defect that does not materially affect use, and where something is properly rejected we get a fair chance to put it right before any other remedy is reached for.

3.4 What we will not take on

• Standing write access to a production system, held indefinitely. Elevation is granted per task, with a reason and an expiry attached to it.
• Live personal records supplied for development or testing where a masked or synthetic set would answer the same question.
• Article 9 special category data, unless the engagement is scoped for it, the assessment under Article 35 exists, and the processing schedule names the class.
• A deadline that can only be met by skipping the tests that make the result trustworthy. We will say so at scoping rather than discover it at delivery.

Back to contents

Part 04

Charges, invoices and late payment

Role: supplier

Prices are whatever the signed statement of work says. Absent a term saying otherwise, time and materials applies, billing runs monthly in arrears, and an invoice falls due thirty days from its date.

Expenses are passed through at cost against receipts, and only where they were agreed in writing beforehand. There is no administrative uplift on a recharge.

4.1 VAT

Quoted figures are exclusive of value added tax. Where the company is registered for VAT and a supply falls within scope, VAT is added at the rate in force. Where the company is not registered at the date of supply, no VAT is charged and the invoice states that plainly instead of leaving a buyer to work it out.

4.2 When an invoice runs late

Between businesses, the Late Payment of Commercial Debts (Interest) Act 1998 supplies statutory interest and a fixed compensation sum, and that is the mechanism available to us. Reaching for it is a last resort: an email asking what happened resolves nearly every late invoice, and we will send that email, and ask, before anything statutory is invoked.

4.3 Disputed amounts

Query a line and the rest of the invoice still falls due on time. We will not treat a genuine query about one item as an excuse to stop work on everything else, and we expect the same latitude in return.

Back to contents

Part 05

Who owns each output

Role: both

Ownership is easier to argue about later than to write down now, so it is written down now, output by output.

The licence in row two is stated because the common alternative is silence, and silence leaves a client owning a deliverable they have no clear right to run. On open source we will not slip a copyleft component into a proprietary deliverable without raising it with you first.

Back to contents

Part 06

Confidential material

Role: both

Each side guards what the other marks or would obviously regard as confidential, uses it only for the engagement, and applies at least the care it applies to its own. The duty outlasts the work by five years, and runs indefinitely over anything that qualifies as a trade secret.

Four things fall outside the duty: material already public without either of us putting it there, material the receiving side lawfully knew beforehand, material developed independently without leaning on the disclosure, and material a law or a regulator compels somebody to hand over. On the last of those, where we are lawfully permitted to warn you before we comply, you get the warning.

An engagement is not a reference. We will not name you as a client, publish a logo or describe your platform without your written agreement, and asking for that agreement is not something we do while an invoice is outstanding.

Back to contents

Part 07

Data protection roles

Role: both

Handling personal data inside your platform makes us a processor and leaves you the controller. Handling personal data about our own correspondents, clients and visitors makes us a controller. The privacy notice works through both positions record by record.

7.1 What the processing schedule will contain

• Subject matter, duration, nature and purpose, the categories of individual and of data, as Article 28(3) requires before anything runs.
• A duty on us to act on documented instructions alone, and to tell you where an instruction looks unlawful to us.
• Confidentiality bound onto everyone we authorise, and the Article 32 measures we apply.
• The sub-processor list, with advance notice and a genuine right to object before it changes.
• Practical help with individual rights, and with your own obligations under Articles 32 to 36.
• Notification to you without undue delay when an incident occurs, so your seventy two hour clock is not started late by us.
• Deletion or return at the end, your choice, confirmed in writing.
• Enough information and access for you to satisfy yourself that all of the above is true.

7.2 Transfers

Where a piece of work would send personal data outside the United Kingdom, that is identified during scoping and papered before it happens, using the International Data Transfer Agreement or the addendum route, together with an assessment of the destination. Moving data first and documenting it afterwards is not a sequence we work in.

Back to contents

Part 08

The liability ledger

Role: supplier

Liability clauses are usually written to be skimmed. This one is set out as a ledger so you can see, line by line, which exposures are limited, which are not, and where each rule comes from.

Why these limits are reasonable. They sit between two businesses, they are visible before anybody signs, and they are set against the price of the work rather than against the value of your platform. That is the test the Unfair Contract Terms Act 1977 applies, and it is the reason the ledger is printed rather than buried. Consumers are not part of this: engineering services here are supplied to organisations.

Back to contents

Part 09

People on the work

Role: both

Our people are ours: their tax, their national insurance, their employment status. An engagement creates no employment, partnership, joint venture or agency between the two organisations, and nothing in it makes one side able to bind the other.

9.1 Subcontracting

If part of a piece of work would go to somebody outside the company, you are told in advance, told who, and free to refuse. Discovering after delivery that the work was done elsewhere is the kind of surprise that ends a relationship, and rightly.

9.2 No restriction on anybody's next job

There is no clause here stopping you hiring somebody who worked on your engagement, and there will not be one. Where an individual would rather work for you, that is a conversation between the two of you. A term that constrains a person's employment, written into a contract that person never signed, is not something we are willing to enforce.

Back to contents

Part 10

Stopping, and what is handed back

Role: both

10.1 Without a reason

Either organisation can end an engagement on thirty days written notice. What falls due is work already performed plus third party costs already committed, and nothing beyond that. No exit fee exists and none will be introduced by a later document.

10.2 With a reason

Either organisation can end it immediately in writing where the other commits a material breach and fails to fix it within twenty business days of being asked, or becomes insolvent.

10.3 The handover

Unfinished work is handed over in a state somebody else can pick up: code committed, credentials returned, decisions written down, and known defects listed rather than left to be discovered. Personal data is deleted or returned as the processing schedule directs, and confidential material goes back or is destroyed.

A handover is never held back over money. Keeping a client locked out of their own platform to accelerate payment is not a debt collection method available to us, and the statutory interest route in Part 4 exists precisely so that it does not have to be.

Back to contents

Part 11

Law, forum and first steps in a dispute

Role: both

The law of England and Wales applies to these terms and to any dispute connected with them, including a dispute that is not contractual in nature. The courts of England and Wales have exclusive jurisdiction over it.

Limitation is left where statute puts it. Six years runs on a simple contract claim under the Limitation Act 1980, twelve on a deed, and we make no attempt to shorten either by agreement.

11.1 Before anybody issues proceedings

Put it in writing to us and allow twenty business days. Disputes on work of this kind are almost always a disagreement about what was in scope, and most of those dissolve when both sides read the statement of work in the same room. This is a request rather than a condition, and it does not stand in the way of urgent relief from a court.

Back to contents

Part 12

Housekeeping clauses

Role: both

12.1 Revisions

The version in force is the one at the top of this page, with its effective date. For a client already under signed documents, that engagement governs how it can be varied, and editing this page does not vary it.

12.2 The whole agreement

A signed engagement letter, its statements of work, any processing schedule, these terms, the privacy notice and the cookie statement are the entire agreement on their subject. Liability for a fraudulent misstatement survives that regardless.

12.3 Outsiders

Nobody outside the two signatories acquires an enforceable right here. The third party route opened by the Contracts (Rights of Third Parties) Act 1999 is closed, and the two of us can vary or cancel anything without asking a third party's permission.

12.4 Severance, waiver, assignment, notices

An unenforceable provision is cut out and the remainder stands. Declining to enforce something once waives nothing. Neither organisation assigns without the other's written consent, not to be withheld unreasonably, except to a buyer of substantially the whole of its business. Formal notices travel by email to [email protected] and to the address the engagement letter names for you.

12.5 Trading disclosure

VIVAN LABS LTD, a private limited company on the register of England and Wales, company number 17061582. Correspondence to [email protected]. Officer and person with significant control information is public at Companies House against that number.

Back to contents