Legal

Master Terms and Conditions

These Terms and Conditions (this “Agreement”) govern all services, deliverables, hosting, support and maintenance provided by Curavest Ltd (company number 15433116), a company registered in England and Wales whose registered office is at 334 Reading Road, Winnersh, Wokingham, RG41 5EJ, England, trading as “Sysgraft” (“Sysgraft”, “we”, “us” or “our”), to the client named in the accompanying proposal or order form (the “Client”, “you” or “your”). By accepting a Proposal or commissioning work, the Client agrees to be bound by this Agreement.

1. Definitions

1.1 “Agreement” means these terms together with the Proposal, any Order Form, any executed Data Processing Agreement, any Hosting Schedule and any Integration Risk Acknowledgement.

1.2 “Background IP” means any software, code, tools, libraries, frameworks, methods, know-how or materials that exist independently of a Project, whether owned by Sysgraft or by a third party, including open-source components and Sysgraft’s pre-existing materials, which are used in or incorporated into the Deliverables.

1.3 “Business Hours” means Monday to Friday, 09:00 to 17:30 UK time, excluding England and Wales public holidays. “Business Day” means any day on which banks are generally open for business in London.

1.4 “Change Request” means any request to add, remove or materially alter requirements beyond the agreed Scope.

1.5 “Deliverables” means all software, documentation, configuration files and other outputs produced by Sysgraft specifically for the Client under a Project. The Deliverables do not include Background IP, which is licensed under clause 6.

1.6 “DPA” means the Data Processing Agreement entered into between the parties, which forms part of this Agreement.

1.7 “ERP System” means any enterprise resource planning, accounting, inventory or order management software operated by the Client, including but not limited to Sage, Xero, SAP, Microsoft Dynamics and similar platforms.

1.8 “Force Majeure Event” has the meaning given in clause 15.

1.9 “Go-Live” means the moment the Client’s production environment is made publicly accessible following UAT sign-off, or the expiry of the relevant UAT Window without written objection, whichever occurs first.

1.10 “Hosting Schedule” means a schedule in the form of Schedule 1, agreed with the Client, recording the hosting and backup arrangements for a particular deployment.

1.11 “API Integration” or “Integration” means a connection between Sysgraft-built software and a third-party system, including an ERP System, enabling the reading or writing of data.

1.12 “Integration Project” means a Project whose Scope includes an API Integration capable of creating, amending or deleting records in an ERP System or financial platform.

1.13 “Milestone” means a defined stage of a Project, as set out in the Proposal, on completion of which Deliverables are delivered for acceptance and (where applicable) payment becomes due.

1.14 “Project” means a fixed-scope bespoke software development engagement as described in a Proposal accepted by the Client.

1.15 “Proposal” means the proposal or statement of work issued by Sysgraft and accepted by the Client, including the Scope, the Payment Schedule and the Milestones.

1.16 “Retainer” means a rolling managed services agreement covering hosting, maintenance and support as described in a Proposal or Order Form.

1.17 “Scope” means the specific requirements, features and Deliverables listed in the Proposal. Anything not explicitly listed in the Scope is excluded.

1.18 “UAT Window” means the period of 10 Business Days following delivery of a Milestone during which the Client may raise written objections.

2. Scope of Work

2.1 Sysgraft will deliver the services and Deliverables described in the Proposal with reasonable skill and care. Any work not explicitly listed in the Scope is excluded.

2.2 The Scope is based on the information provided by the Client at the time of the Proposal. Material changes to requirements after the Proposal is accepted may affect price and timeline and will be handled as Change Requests under clause 3.

2.3 Each Project is bespoke and built specifically for the Client. The Deliverables may incorporate Background IP, including open-source components, frameworks (such as Next.js), hosting and platform services (such as Supabase and Vercel) and Sysgraft’s own pre-existing tools, libraries or code patterns. The Client’s rights in respect of Background IP are set out in clause 6.

3. Change Control

3.1 Any request to add, remove or materially alter the Scope or the Deliverables constitutes a Change Request.

3.2 Sysgraft will assess each Change Request and provide a written estimate of the additional cost and time impact within 5 Business Days.

3.3 No change will be implemented until the Client approves the estimate in writing. Verbal approvals are not binding.

3.4 Approved changes will be invoiced at the rate set out in the Proposal (or, if none is stated, at Sysgraft’s standard rates) and added to the final invoice unless otherwise agreed in writing.

3.5 A Change Request that materially alters the Scope of an API Integration, particularly an Integration with an ERP System or financial platform, may require a revised risk assessment and an updated or new Integration Risk Acknowledgement (Schedule 2) before Sysgraft is obliged to proceed.

4. Charges and Payment

4.1 Payment is due as set out in the Payment Schedule in the Proposal.

4.2 Unless otherwise stated, invoices are payable within 14 days of the date of issue.

4.3 Without prejudice to any other right or remedy, late payment will incur interest at 8% per annum above the Bank of England base rate, calculated daily, under the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 If any invoice remains unpaid more than 21 days after its due date, Sysgraft may suspend development and other non-hosting work on written notice. Suspension of live hosting is governed separately by clause 7.7.

4.5 All charges are exclusive of VAT, which will be added at the applicable rate.

4.6 Retainer fees are payable monthly in advance on the billing date set out in the Order Form and are non-refundable for any period already invoiced.

5. Delivery and Acceptance

5.1 Estimated delivery dates are given in good faith and are not guaranteed unless expressly stated as fixed deadlines in the Proposal.

5.2 Timelines are contingent on the Client meeting its obligations under clause 8.

5.3 On delivery of each Milestone, the Client has 10 Business Days (the “UAT Window”) to carry out user acceptance testing and raise written objections. Failure to raise a written objection within the UAT Window constitutes acceptance of that Milestone.

5.4 Written objections must be specific, must reference the relevant requirement in the agreed Scope, and must be submitted before the UAT Window closes. Objections submitted after the UAT Window will be handled as Change Requests.

5.5 Sysgraft will address reasonable in-scope objections at no additional cost. Objections relating to requirements not included in the agreed Scope will be treated as Change Requests.

5.6 The final invoice is triggered by written acceptance of all Deliverables, or by the expiry of the final UAT Window without written objection, whichever occurs first.

5.7 Critical defects that prevent Go-Live will be resolved before the final invoice is raised. A critical defect is one that prevents the primary function of the software from operating as specified in the Scope. Minor defects (those that do not prevent the primary function from operating as specified) do not block Go-Live or the final invoice.

5.8 Warranty for Projects without a Retainer. Where the Client does not take a Retainer, Sysgraft will, for a period of 90 days following Go-Live (the “Warranty Period”), correct at no additional charge any minor defect that (a) is a failure of a Deliverable to operate in accordance with the agreed Scope, (b) is reported in writing within the Warranty Period, and (c) is reproducible. The Warranty Period does not apply to matters falling within the exclusions in clause 9.4, to Change Requests, or to issues caused by modifications made by anyone other than Sysgraft. Where the Client takes a Retainer, minor defects are instead handled under the Retainer.

6. Intellectual Property

6.1 On receipt of full payment of all sums due for a Project, all intellectual property rights in the Deliverables created specifically for the Client under that Project will transfer to the Client. “Full payment” means payment in full of all invoices issued for that Project, including invoices for accepted Milestones and approved Change Requests up to the relevant date.

6.2 Until full payment is received, Sysgraft retains all rights in the Deliverables and grants the Client a limited, non-exclusive, non-transferable licence to use them solely for internal review and testing.

6.3 Background IP. Title to Background IP does not transfer to the Client. To the extent that Background IP is incorporated into the Deliverables, Sysgraft grants (and, in respect of third-party Background IP, will pass through or procure for the Client) a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence to use that Background IP as part of, and for the purpose of operating, the Deliverables. This licence takes effect on the same basis as the transfer in clause 6.1.

6.4 Third-party and open-source materials. Third-party software, APIs, open-source components and platform subscriptions incorporated into or used by the Deliverables remain subject to their own licence terms. The Client is responsible for complying with and maintaining those licences and subscriptions after handover. Sysgraft will, on request, provide a list of the principal third-party and open-source components used.

6.5 Early termination. If a Project is terminated before completion, intellectual property rights in the Deliverables for which the Client has paid in full will transfer to the Client on delivery of those Deliverables under clause 14, together with the Background IP licence in clause 6.3 in respect of those Deliverables. Deliverables for which payment has not been received remain the property of Sysgraft.

6.6 Portfolio. Sysgraft may display completed work in its portfolio and marketing materials unless the Client requests confidentiality in writing before or at Go-Live.

7. Hosting and Infrastructure

7.1 Unless otherwise agreed in writing, deployments are hosted via Sysgraft’s managed infrastructure account (currently Vercel and Supabase). By default, the Client does not need to hold a separate hosting account.

7.2 Backup arrangements, frequencies and retention periods are agreed with each Client and recorded in a Hosting Schedule (Schedule 1). Where no Hosting Schedule has been agreed, no particular backup standard is implied by this Agreement.

7.3 Where a Hosting Schedule is in place, Sysgraft commits to a recovery time objective (RTO) of 1 Business Day for incidents requiring a full restore from backup, subject to the backup arrangements recorded in that Hosting Schedule.

7.4 Backups and restores are tested as part of Sysgraft’s standard development and deployment process.

7.5 Hosting fees. Where Sysgraft hosts the Deliverables, hosting and related infrastructure charges are payable as set out in the Proposal, Order Form or Hosting Schedule. The Client is responsible for those charges for as long as Sysgraft hosts the Deliverables on its behalf.

7.6 Handover on termination. On termination of a Project or Retainer, Sysgraft will, within 10 Business Days and at no additional charge, provide the Client with all Deliverables, deployment configurations, environment variables (excluding Sysgraft’s own account credentials) and the access and information reasonably required to migrate the Deliverables to alternative hosting.

7.7 Suspension of live hosting. Sysgraft will not suspend or take down live hosting of a production environment except where (a) an invoice for hosting or Retainer fees remains unpaid more than 28 days after its due date, or (b) clause 16 (Acceptable Use) applies. Before suspending live hosting under (a), Sysgraft will give the Client at least 7 days’ further written notice and an opportunity to pay. This clause does not limit Sysgraft’s right to suspend development and other non-hosting work under clause 4.4.

7.8 Migration assistance. Handover under clause 7.6 is the baseline obligation. If the Client requires Sysgraft to actively migrate the Deliverables to the Client’s own hosting account, Sysgraft will provide that as a chargeable professional service, quoted separately. Provided the Client continues to pay the applicable hosting fees, Sysgraft will keep the production environment live for up to 30 days following termination (the “Migration Period”) to allow an orderly migration. Sysgraft is not obliged to keep the environment live beyond the Migration Period.

8. Client Obligations

8.1 The Client must provide all materials, content, access credentials, approvals and feedback reasonably required to enable delivery as described in the Proposal.

8.2 Delays caused by the Client — including late feedback, unavailability of key contacts, failure to provide required assets, or delayed sign-off — will extend delivery timelines accordingly. Sysgraft will not be in breach of any delivery date to the extent the delay is attributable to the Client.

8.3 Where Client-caused delay exceeds 30 consecutive days, Sysgraft may re-schedule the Project and invoice for work completed to that date.

8.4 The Client is responsible for maintaining appropriate access controls on its own systems, including ERP Systems and any platforms connected to Sysgraft-built software via an API Integration. Sysgraft is not liable for damage arising from Client-side access control failures.

8.5 Where Sysgraft-built software connects to the Client’s ERP System or financial platform, the Client is responsible for implementing and maintaining approval workflows, audit logging and access controls on those systems, and must notify Sysgraft promptly of any suspected data integrity issue arising from the Integration.

8.6 Sysgraft may rely upon information, records, configurations, permissions and data supplied by the Client and shall have no responsibility for verifying their completeness, accuracy, suitability or legality.

9. API Integrations and ERP Systems

9.1 Where the Scope includes an API Integration with an ERP System or financial platform, the Client acknowledges that the software may be able to create, amend or delete records, including orders, invoices, stock entries and pricing data.

9.2 API permissions are granted by the Client. The Client is responsible for ensuring that the level of API access granted to Sysgraft-built software is appropriate and proportionate to the functionality required.

9.3 Sysgraft will test all API Integrations against a staging or sandbox environment before production deployment. The Client is responsible for providing access to a suitable test environment that reasonably reflects production, and for validating integration behaviour before Go-Live sign-off.

9.4 Exclusions. Sysgraft is not liable for financial loss or data corruption arising from an API Integration to the extent it arises from: (a) a defect that was not reasonably reproducible in the agreed test environment; (b) the Client modifying or reconfiguring the ERP System or its API access after Go-Live without notifying Sysgraft; (c) a change introduced by the ERP System or platform vendor to its API, data model or behaviour; (d) incorrect, incomplete or out-of-date data provided by or on behalf of the Client; or (e) the Client’s failure to maintain the controls described in clauses 8.4 and 8.5.

9.5 Integration Risk Acknowledgement. Before commencing an Integration Project, the Client will sign an Integration Risk Acknowledgement in the form of Schedule 2, acknowledging and accepting the risks inherent in writing to its ERP or financial systems and confirming the controls and insurance it maintains. Sysgraft is not obliged to commence an Integration Project until that acknowledgement is signed.

9.6 The Deliverables are tools that support operational decision-making. Responsibility for decisions taken using information produced by the Deliverables remains solely with the Client. Sysgraft shall not be liable for losses arising from business, operational, financial or commercial decisions made by the Client or any third party using information generated by the Deliverables.

10. Managed Services and Support Retainer

10.1 Where the Client subscribes to a Retainer, Sysgraft will provide the services set out in the applicable Order Form, which may include hosting management, security patching, dependency updates, bug fixes and a monthly hours allowance for minor changes.

10.2 Support is available during Business Hours only. No out-of-hours support is provided.

10.3 Sysgraft will use reasonable endeavours to respond to and resolve support requests within the following target timeframes:

• Priority 1 (complete service outage): acknowledgement within 2 Business Hours; resolution target within 8 Business Hours.
• Priority 2 (major feature broken, material business impact): acknowledgement within 4 Business Hours; resolution target within 1 Business Day.
• Priority 3 (minor defect, no material business impact): acknowledgement within 1 Business Day; resolution target within 5 Business Days.

10.4 Response and resolution targets are objectives, not guarantees. Complex defects may require a remediation plan rather than immediate resolution; Sysgraft will communicate a remediation plan within the applicable response time.

10.5 Feature requests and new functionality are outside the scope of the Retainer and will be quoted separately as fixed-price work.

10.6 The Retainer has a minimum initial term of 12 months (the “Minimum Term”). After the Minimum Term, either party may terminate on 30 days’ written notice, effective from the next billing date.

10.7 Retainer fees are non-refundable for any period already invoiced.

10.8 Sysgraft does not warrant uninterrupted, continuous or error-free operation of any hosted environment, platform, API Integration, third-party service or infrastructure provider.

11. Confidentiality

11.1 Each party agrees to keep confidential all non-public information received from the other party and to use it solely for the purposes of this Agreement.

11.2 This obligation does not apply to information that is or becomes publicly available (other than through breach), is independently developed by the receiving party without reference to the confidential information, is already lawfully held without obligation of confidence, or is required to be disclosed by law or a regulatory authority.

11.3 Sysgraft does not use subcontractors for development or support work; all such work is carried out by Sysgraft’s own employees, who are bound by equivalent confidentiality obligations. This is separate from Sysgraft’s use of third-party hosting and infrastructure providers (such as Vercel and Supabase), which act as sub-processors in respect of personal data as described in clause 12 and the DPA.

12. Data Protection

12.1 Each party will comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (together, “Data Protection Laws”).

12.2 Where Sysgraft processes personal data on behalf of the Client in the course of delivering or hosting services, the Client is the controller and Sysgraft is the processor.

12.3 The parties will enter into the DPA before, or at the same time as, the commencement of any Project or Retainer under which personal data will be processed. The DPA forms part of this Agreement and sets out the subject matter, duration, nature and purpose of the processing, the types of personal data, the categories of data subjects, and the obligations of each party.

12.4 Sysgraft will process personal data only on the documented instructions of the Client (including those in the Proposal and the DPA), except where required to do otherwise by law.

12.5 Sysgraft uses third-party infrastructure providers (currently including Vercel and Supabase) that process personal data on Sysgraft’s behalf as sub-processors. These sub-processors, and the Client’s rights to be informed of and to object to changes, are addressed in the DPA.

12.6 Sysgraft will notify the Client without undue delay on becoming aware of a personal data breach affecting the Client’s personal data, and will otherwise comply with the DPA.

13. Warranties, Insurance and Liability

13.1 Sysgraft warrants that the services will be performed with reasonable skill and care.

13.2 Except as expressly stated in this Agreement, Sysgraft does not warrant that the Deliverables will be entirely error-free or that they will meet requirements not stated in the Scope. All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

13.3 Insurance. Sysgraft maintains professional indemnity insurance of not less than £1,000,000 for each claim (or in the aggregate, as the policy provides) and will, on reasonable request, provide evidence of cover.

13.4 General liability cap. Sysgraft’s aggregate liability arising out of or in connection with a Project shall not exceed the total fees paid by the Client for that Project. Sysgraft’s aggregate liability arising out of or in connection with a Retainer shall not exceed the total fees paid under that Retainer during the twelve (12) months immediately preceding the event giving rise to the claim. Multiple claims shall not increase these caps and all related claims shall be treated as a single claim.

13.5 Excluded losses. Subject to clause 13.7, neither party is liable for indirect, consequential or special losses, or for loss of profit, loss of revenue, loss of anticipated savings, loss of business, or loss of or corruption of data (except to the extent recovery of data is addressed by the backup arrangements in an applicable Hosting Schedule), whether or not foreseeable.

13.6 Integration Projects. For an Integration Project, the cap in clause 13.4 applies to all claims arising from or relating to the Integration, including claims for financial loss resulting from records erroneously created, amended or deleted via the API, save that the parties may agree a different cap for a specific Integration Project in the Proposal or the Integration Risk Acknowledgement (Schedule 2).

13.7 Liabilities that cannot be limited. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

14. Termination

14.1 Either party may terminate a Project on 30 days’ written notice.

14.2 On termination of a Project, Sysgraft retains all Milestone and other payments received up to the termination date. No further sums are owed by the Client for work not yet commenced. Sysgraft will deliver all work completed to the termination date within 10 Business Days of the effective date of termination, and intellectual property will transfer as set out in clause 6.5.

14.3 Either party may terminate a Retainer after the Minimum Term on 30 days’ written notice, effective from the next billing date.

14.4 Either party may terminate this Agreement (or any affected Project or Retainer) immediately on written notice if the other commits a material breach that is not remedied within 14 days of written notice of the breach.

14.5 Sysgraft may terminate immediately if the Client fails to pay any undisputed invoice within 28 days of its due date and does not remedy that failure within 7 days of further written notice.

14.6 On termination, Sysgraft will: (a) deliver all completed Deliverables within 10 Business Days; (b) provide credentials and access for all accounts managed on the Client’s behalf (excluding Sysgraft’s own platform account credentials); (c) provide a handover document covering hosting configuration, third-party services and known outstanding issues; and (d) provide reasonable technical assistance to the Client or a replacement supplier for up to thirty (30) days following termination, subject to a fair use limit of one (1) hour in total. Any assistance beyond that limit shall be chargeable at Sysgraft’s standard rates.

14.7 Termination does not affect any accrued rights or remedies. Clauses that by their nature should survive termination (including clauses 6, 11, 12, 13, 15, 17 and 18 and the DPA) survive.

15. Force Majeure

15.1 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control (a “Force Majeure Event”), including: failure or outage of third-party platforms or infrastructure providers (such as Vercel or Supabase); internet, network or telecommunications failures; failure of utilities; cyber-attacks not caused by the affected party’s failure to maintain reasonable security; acts of God; fire, flood or severe weather; epidemic or pandemic; war, terrorism or civil unrest; and changes in law. Force Majeure Events include failures, outages, service degradation, API changes, withdrawal of functionality or other actions by ERP vendors, API providers, payment gateways, hosting providers and third-party SaaS platforms.

15.2 The affected party will notify the other as soon as reasonably practicable and will use reasonable endeavours to mitigate the effect of the Force Majeure Event.

15.3 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Project or Retainer on written notice, without liability except for sums already due.

16. Acceptable Use

16.1 The Client is responsible for its use, and its end users’ use, of the Deliverables and any hosted environment, and warrants that such use will comply with all applicable laws.

16.2 The Client must not use, and must take reasonable steps to ensure its end users do not use, the Deliverables to: store or transmit unlawful, infringing, defamatory or obscene material; infringe any third party’s intellectual property or privacy rights; transmit malware; or carry out any unlawful, fraudulent or harmful activity.

16.3 The Client is responsible for the content and data that it and its end users upload to or process through the Deliverables. Sysgraft does not monitor Client content and is not responsible for it.

16.4 The Client will indemnify Sysgraft against losses, liabilities, costs and reasonable expenses arising from any claim that the Client’s or its end users’ use of the Deliverables, or any Client content, infringes the rights of a third party or breaches applicable law, except to the extent caused by Sysgraft’s breach of this Agreement.

16.5 Sysgraft may suspend access to or hosting of the Deliverables where it reasonably believes they are being used in serious breach of this clause 16 or in a way that exposes Sysgraft or third parties to liability or material risk. Where practicable, Sysgraft will give notice before suspending and will restore access promptly once the issue is resolved.

17. Governing Law and Disputes

17.1 This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), are governed by the laws of England and Wales.

17.2 The courts of England and Wales have exclusive jurisdiction.

17.3 Before commencing legal proceedings (other than for urgent injunctive relief), the parties will attempt in good faith to resolve the dispute through negotiation between senior representatives for a period of 30 days from written notice of the dispute.

18. General

18.1 Entire agreement. This Agreement, together with the Proposal, any Order Form, any executed DPA, any Hosting Schedule and any Integration Risk Acknowledgement, constitutes the entire agreement between the parties and supersedes all prior representations, negotiations and understandings. In the event of conflict, the DPA prevails on data protection matters, then the relevant Proposal or Order Form on commercial matters specific to an engagement, then these terms.

18.2 Variation. No variation to this Agreement is effective unless made in writing and signed by authorised representatives of both parties.

18.3 Severance. If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.

18.4 Waiver. A failure or delay in exercising any right under this Agreement does not constitute a waiver of that right.

18.5 Assignment. The Client may not assign or transfer its rights or obligations under this Agreement without Sysgraft’s prior written consent (not to be unreasonably withheld). Sysgraft may assign this Agreement to a successor entity in the event of a sale or restructure of its business.

18.6 Third parties. No one other than a party to this Agreement has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.7 Notices. Notices must be in writing and sent to the email or postal address set out in the Proposal or Order Form. A notice is deemed received on the next Business Day after sending by email, or two Business Days after posting within the UK.

Schedule 1 — Hosting and Backup Schedule (Template)

This Schedule records the hosting and backup arrangements for a particular deployment. It forms part of the Agreement and of any related Retainer. Complete the bracketed fields for each Client or deployment.

Client / deployment	[•]
Hosting / infrastructure provider(s)	[Vercel / Supabase / other]
Environments covered	[Production / Staging]
Backup frequency	[Daily / Weekly / On-demand]
Backup retention period	[e.g. 30 days]
What is backed up	[Database / File storage / Deployment configuration]
Recovery Time Objective (RTO)	[1 Business Day]
Recovery Point Objective (RPO)	[e.g. 24 hours]
Responsibility for infrastructure / backup costs	[Sysgraft / Client / as per Proposal]
Monthly hosting fee	[£• per month, excl. VAT]
Special arrangements	[•]

Schedule 2 — Integration Risk Acknowledgement (Template)

To be signed by the Client before Sysgraft commences an Integration Project under clause 9.5. The Client acknowledges and confirms each of the following.

• The Integration enables Sysgraft-built software to create, amend or delete records in the Client’s ERP or financial systems, namely: [name the systems].
• Erroneous, unexpected or malicious activity through the Integration could affect the Client’s financial or operational records, with potential financial consequences.
• The Client is responsible for the controls in clauses 8.4, 8.5 and 9, including approval workflows, audit logging, access controls and a representative test environment, and confirms these are in place.
• The Client has reviewed the scope of API permissions granted to the software ([describe permissions / scopes]) and confirms it is appropriate and proportionate.
• The Client maintains the following insurance: [professional indemnity / business interruption / other] at a level of £[•].
• The liability cap that applies to this Integration Project is: [the general cap in clause 13.4] OR [£• as agreed in the Proposal] — delete as applicable.
• The exclusions in clause 9.4 apply to this Integration Project.