Terms of Service for Digital-3A Ltd.

Last Updated: September 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

By accessing our website, using our services, or signing a statement of work with us, you ("the Client", "you") agree to be bound by the following terms and conditions ("Terms of Service"). If you do not agree with these terms, you should not use our services or website.

1. General

1.1. Company Information: Digital-3A Ltd. ("the Company", "we", "us", "our") is a company registered in England and Wales (Company No. 15963868). Our registered office is at 143 Ilkley Road, Otley, West Yorkshire, United Kingdom, LS21 3LP.

1.2. Scope: These Terms of Service apply to all services provided by Digital-3A Ltd., including but not limited to IT consultancy, project management, software development, and Building Safety Act (BSA) compliance consultancy, as detailed in any accompanying Statement of Work (SoW) or project proposal.

2. Services

2.1. Description: We will provide the consultancy services as described in the mutually agreed-upon Statement of Work. We will perform these services with reasonable care, skill, and diligence.

2.2. Changes: Any changes to the scope of services must be agreed upon in writing by both parties. This may result in adjustments to the project timeline and costs.

3. Client Obligations

3.1. Cooperation: You agree to cooperate with us and provide timely access to any necessary information, data, and personnel required for us to perform the services.

3.2. Information: You warrant that any information you provide is accurate and complete. We are not liable for any issues arising from inaccurate or incomplete information supplied by you.

3.3. Lawful Use: You agree to use our services and any deliverables for lawful purposes only and not in a way that infringes on the rights of any third party.

4. Payment and Fees

4.1. Fees: Fees for our services will be set out in the Statement of Work or project proposal. All fees are exclusive of VAT, which will be added where applicable.

4.2. Invoicing: We will invoice you as per the schedule outlined in the Statement of Work. Unless otherwise agreed, payment is due within 30 days of the invoice date.

4.3. Late Payments: We reserve the right to charge interest on any overdue amounts at a rate of 8% per annum above the Bank of England's base rate, from the due date until the date of payment.

5. Intellectual Property

5.1. Background IP: We retain all ownership rights to our pre-existing intellectual property, including our software, methodologies, tools, and documentation ("Background IP"). We grant you a non-exclusive, non-transferable license to use our Background IP solely to the extent necessary to use the services and deliverables.

5.2. Deliverables: Upon our receipt of full payment for the services, we will grant you all ownership rights to the intellectual property in the custom deliverables created specifically for you under the Statement of Work.

6. Confidentiality

6.1. Both parties agree to keep confidential all information (written or oral) concerning the business, affairs, customers, clients, or suppliers of the other party that they may obtain during the course of the engagement.

6.2. This obligation will not apply to any information that is publicly available, already in the possession of the receiving party, or required to be disclosed by law.

7. Limitation of Liability & Building Safety Act (BSA) Disclaimer

7.1. Statutory Dutyholder Disclaimer: Digital-3A Ltd. provides digital workflow integration, QA processes, and consultancy services. Our advisory services do not constitute formal structural engineering sign-off, architectural certification, or statutory Dutyholder / Principal Designer liability under the Building Safety Act 2022 unless explicitly defined, agreed, and executed under a formal, written Statement of Work (SoW).

7.2. Exclusion of Indirect Loss: To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

7.3. Cap on Liability: Our total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total fees paid by you for the services under the applicable Statement of Work.

7.4. Nothing in these Terms of Service shall limit or exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

8. General Website Disclaimer & External Links

8.1. General Information: The information provided on our website is for general informational purposes only and is provided in good faith. However, we make no representation or warranty of any kind regarding accuracy, validity, reliability, or completeness.

8.2. External Links: Our website may contain links to third-party websites. We do not warrant, endorse, guarantee, or assume responsibility for the accuracy or reliability of any information offered by third-party websites linked through our site.

9. Warranties and Disclaimers

9.1. We warrant that we will perform the services with reasonable care and skill.

9.2. Except for the warranty set out above, all other warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract. Our services and website are provided on an "as is" basis.

10. Termination

10.1. Termination for Cause: Either party may terminate the agreement with immediate effect by giving written notice if the other party commits a material breach of these terms and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so.

10.2. Consequences of Termination: Upon termination, you shall immediately pay all of our outstanding unpaid invoices. Any provision of these terms that is intended to come into or continue in force on or after termination shall remain in full force and effect.

11. Governing Law and Jurisdiction

These Terms of Service and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.

12. Contact Us

For any questions about these Terms of Service, please contact us at:

Email: policy@digital-3a.co.uk

Address: 143 Ilkley Road, Otley, West Yorkshire, United Kingdom, LS21 3LP