Terms and Conditions

1. Definitions

In these terms and conditions:

• "DMM Operations", "we", "our", or "us" means DMM Operations Ltd.
• "Client", "you", or "your" means the individual, business, or organisation engaging DMM Operations Ltd to provide Services.
• "Services" means the consultancy, advisory, operational, strategic, audit, facilitation, training, project support, or related services agreed between the parties.
• "Deliverables" means any reports, frameworks, templates, presentations, documentation, strategies, roadmaps, or other outputs produced as part of the Services.

2. Scope of Services

• Services shall be agreed in writing through a proposal, quotation, statement of work, engagement letter, or email confirmation.
• Any changes to the agreed scope, timelines, deliverables, or requirements may result in revised fees, delivery dates, or project terms.
• DMM Operations shall perform the Services with reasonable skill, care, diligence, and professional judgement.
• Unless expressly agreed otherwise in writing, DMM Operations does not provide legal, financial, taxation, regulatory, employment law, or formal cybersecurity certification advice.

3. Client Responsibilities

The client agrees to:

• Provide timely access to all relevant information, systems, documentation, and personnel reasonably required for delivery of the Services.
• Ensure appropriate stakeholders are available for meetings, approvals, and decision-making.
• Provide complete, accurate, and up-to-date information.
• Review and approve Deliverables within reasonable timescales.

DMM Operations shall not be responsible for delays arising from the Client's failure to provide required information, access, approvals, or cooperation.

4. Fees and Payment

• Fees shall be set out in the applicable proposal, quotation, or statement of work.
• Unless otherwise agreed in writing:
  • Invoices are payable within 30 days of the invoice date.
  • Time-based Services may be invoiced monthly in arrears.
  • Fixed-fee projects may be invoiced in agreed stages or milestones.
• DMM Operations reserves the right to charge statutory interest and compensation on overdue payments in accordance with the Late Payments of Commercial Debts (Interest) Act 1998.
• Reasonable expenses incurred in connection with the Services may be charged in addition to agreed fees where approved in advance by the Client.

5. Confidentiality

• Each party agrees to keep confidential all non-public information disclosed during the engagement and shall not disclose such information to any third party without prior written consent, unless required by law.
• Confidential information includes — but is not limited to — commercial, operational, strategic, financial, technical, and business information shared during the engagement.
• The obligations contained within this clause shall continue following termination or completion of the engagement.

6. Intellectual Property

• DMM Operations retains ownership of all pre-existing intellectual property rights, methodologies, templates, frameworks, tools, materials, and proprietary processes used in connection with the Services, including the DMM Operational Excellence Framework.
• Upon full payment of all applicable fees, the Client shall receive a non-exclusive, non-transferable licence to use the Deliverables internally within its organisation.
• The Client may not reproduce, distribute, licence, sell, publish, or commercially exploit any Deliverables without the prior written consent of DMM Operations.

7. Limitation of Liability

To the fullest extent permitted by law, DMM Operations shall not be liable for:

• Any indirect, incidental, or consequential loss.
• Loss of profit, revenue, goodwill, reputation, opportunity, or anticipated savings.
• Any business decisions, actions, or omissions taken by the Client based on recommendations or Deliverables provided.

DMM Operations' total aggregate liability arising from or relating to the Services shall not exceed the total fees paid by the Client for the relevant engagement.

Nothing in these Terms and Conditions excludes or limits liability for fraud, fraudulent misrepresentation, death, or personal injury caused by negligence, or any other liability which cannot lawfully be excluded.

8. Data Protection

• Both parties shall comply with all applicable UK Data Protection legislation, including the UK GDPR and the Data Protection Act 2018.
• The Client warrants that it has all necessary rights, permissions, and lawful bases to share any personal data with DMM Operations for the purposes of the Services.
• DMM Operations shall process personal data only to the extent necessary for the provision of the Services.

9. Termination

Either party may terminate the engagement by written notice:

• On 14 days' written notice for ongoing retained or recurring Services; or
• Immediately where the other party commits a material breach of these Terms and Conditions.

The Client shall remain liable for all work completed, time incurred, and expenses accrued up to the effective date of termination.

Any completed Deliverables up to the termination date shall be provided once all outstanding invoices have been paid in full.

10. Non-Solicitation

The Client agrees not to directly employ, engage, solicit, or contract with any subcontractor, consultant, associate, or representative introduced by DMM Operations during the engagement and for a period of six (6) months following completion of the Services without prior written agreement.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure arises from circumstances beyond its reasonable control, including but not limited to illness, internet or utility failure, industrial disputes, acts of government, severe weather, or other unforeseen events.

12. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of Scotland. The parties submit to the exclusive jurisdiction of the Scottish courts.