General Terms and Conditions for the Supply of Services

Published by Accelleo Ltd | accelleo.com — Effective date: 2 June 2026 | Version 1.0

1 Introduction

These Terms of Service (the "Terms") set out the terms and conditions on which Accelleo Ltd supplies advisory, artificial intelligence, technology and compute services to its clients. They also govern access to and use of the website at accelleo.com (the "Website").

Accelleo Ltd is a company registered in England and Wales under company number 14981751, with its registered office at Stag Gates House, 63/64 The Avenue, Southampton, England, SO17 1XS ("Accelleo", "we", "us" or "our"). Our VAT registration number is 483110808.

By accessing the Website, submitting an order, signing a Statement of Work, or otherwise engaging Accelleo to provide services, the Client confirms that it has read, understood and agrees to be bound by these Terms. If you are accepting these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation.

These Terms are intended for business and public sector clients. They are not directed at consumers, and the statutory protections available to consumers under UK consumer law do not apply. If you are a consumer, please contact us before placing any order.

2 Definitions and Interpretation

In these Terms, the following definitions apply:

"Agreement" means these Terms together with any applicable Order and Statement of Work, and any documents expressly incorporated by reference.
"Client" means the business, organisation or public body that places an Order with, or receives Services from, Accelleo.
"Client Materials" means all data, content, documents, software, systems and other materials provided by or on behalf of the Client for the purpose of receiving the Services.
"Deliverables" means any outputs, reports, software, models, configurations or other materials created by Accelleo for the Client under a Statement of Work.
"Fees" means the charges payable for the Services as set out in an Order or Statement of Work.
"Order" means the Client's written instruction or order for Services accepted by Accelleo.
"Services" means the advisory, artificial intelligence, technology, compute and related services supplied by Accelleo, as described in the applicable Order or Statement of Work.
"Statement of Work" or "SOW" means a document agreed between the parties describing the scope, deliverables, timescales and fees for a specific engagement.
"Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, and all applicable laws and regulations relating to the processing of personal data.

Clause headings are for convenience only and do not affect interpretation. References to legislation include any amendment or re-enactment of it. "Including" and similar words are illustrative and do not limit the words that precede them.

3 Structure of the Agreement

The Agreement is made up of these Terms, each accepted Order, and each agreed Statement of Work. Each Statement of Work forms a separate contract incorporating these Terms.

If there is any conflict or inconsistency between the documents that make up the Agreement, the following order of precedence applies, with the earlier prevailing: (1) the relevant Statement of Work, to the extent it expressly states that it overrides these Terms for that engagement; (2) these Terms; and (3) any Order.

No terms or conditions put forward by the Client (including in any purchase order or business terms) will form part of the Agreement unless expressly accepted in writing by an authorised representative of Accelleo.

4 Accounts and Registration

Where Accelleo provides access to an online portal, platform or compute environment, the Client may be required to register for an account. The Client is responsible for ensuring that all registration information is accurate and kept up to date.

The Client is responsible for maintaining the confidentiality of all account credentials and for all activity that occurs under its accounts. The Client must notify Accelleo promptly of any unauthorised use or suspected breach of security.

Accelleo may suspend or disable account access where it reasonably believes there has been a breach of security, a breach of these Terms, or where required to protect the integrity of its systems or other clients.

5 Scope of Services and Statements of Work

Accelleo will provide the Services with reasonable skill and care and in accordance with the applicable Statement of Work. The specific scope, deliverables, dependencies, assumptions and timescales for each engagement will be set out in the relevant Statement of Work.

Any timescales or delivery dates are estimates only and are dependent on the Client meeting its obligations under clause 6. Time is not of the essence unless expressly stated in a Statement of Work.

Changes to the scope of an engagement must be agreed in writing through a change request or revised Statement of Work. Accelleo is not obliged to carry out work outside the agreed scope, and any additional work may be subject to additional Fees.

Where the Services involve artificial intelligence or machine learning systems, the Client acknowledges that such systems are probabilistic in nature, may produce inaccurate or unexpected outputs, and require human review before reliance. Accelleo does not warrant that any AI output will be accurate, complete or fit for a particular purpose unless expressly agreed in a Statement of Work.

6 Client Obligations

The Client will, in a timely manner and at no charge to Accelleo:

provide accurate and complete Client Materials, information, access and instructions reasonably required for Accelleo to perform the Services;
ensure that it has all necessary rights, consents and lawful bases to provide the Client Materials to Accelleo and to permit Accelleo to use them for the purposes of the Services;
provide reasonable cooperation and timely decisions, and nominate a responsible point of contact for each engagement;
comply with all applicable laws and regulations in connection with its use of the Services and Deliverables; and
not use the Services for any unlawful, harmful, fraudulent or infringing purpose, or in any way that could damage Accelleo's systems, reputation or other clients.

If Accelleo's performance is prevented or delayed by any act or omission of the Client, Accelleo will not be liable for any resulting costs, delays or losses, and may adjust timescales and Fees accordingly.

7 Fees, Invoicing and Payment

The Client will pay the Fees set out in the applicable Order or Statement of Work. Unless stated otherwise, Fees are exclusive of VAT and any other applicable taxes, which the Client will pay at the prevailing rate, and are exclusive of reasonable expenses agreed in advance.

Unless a Statement of Work states otherwise, Accelleo will invoice the Client as set out in the relevant Statement of Work, and invoices are payable within 30 days of the date of invoice, in pounds sterling, to the account nominated by Accelleo.

Without prejudice to its other rights, if any undisputed sum is not paid by the due date Accelleo may charge interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Services on reasonable notice until payment is received.

All amounts are non-cancellable and non-refundable except as expressly set out in the Agreement. The Client must pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law.

8 Intellectual Property

All intellectual property rights in any materials, methodologies, software, tools, models and know-how owned or developed by Accelleo independently of the Agreement, including any pre-existing materials and any improvements to them ("Accelleo Background IP"), remain the property of Accelleo or its licensors.

Subject to full payment of the applicable Fees, Accelleo assigns to the Client the intellectual property rights in the Deliverables created specifically for the Client under a Statement of Work, excluding any Accelleo Background IP. Where a Deliverable incorporates Accelleo Background IP, Accelleo grants the Client a non-exclusive, perpetual, royalty-free licence to use that Background IP solely as part of the Deliverable and for the Client's internal business purposes.

The Client retains all intellectual property rights in the Client Materials and grants Accelleo a non-exclusive licence to use them to the extent necessary to perform the Services.

Accelleo may use general knowledge, skills, techniques and experience acquired during an engagement for any purpose, provided it does not disclose the Client's Confidential Information.

9 Data Protection

Each party will comply with its obligations under the Data Protection Legislation. The parties acknowledge that, depending on the Services, Accelleo may act as a processor on behalf of the Client, as an independent controller, or as a joint controller.

Where Accelleo processes personal data on behalf of the Client as a processor, the parties will enter into a data processing agreement setting out the subject matter, duration, nature and purpose of the processing, the types of personal data and categories of data subjects, and the obligations required under Article 28 of the UK GDPR. In the event of conflict, the data processing agreement prevails over these Terms in respect of data protection matters.

Accelleo will implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage. Further information about how Accelleo handles personal data is set out in our Privacy Notice at accelleo.com/privacy.

Where personal data is transferred outside the UK, the parties will ensure that an appropriate transfer mechanism is in place, such as the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.

10 Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing or otherwise, that is identified as confidential or that ought reasonably to be treated as confidential, including business plans, pricing, technical information and Client Materials.

Each party will keep the other party's Confidential Information confidential, use it only for the purposes of the Agreement, and not disclose it to any third party except to its personnel and professional advisers who need to know it and who are bound by equivalent obligations of confidence.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully in the receiving party's possession before disclosure, is independently developed, or is required to be disclosed by law or by a regulatory or governmental authority, provided that, where lawful, reasonable notice is given to the disclosing party.

11 Security

Accelleo maintains an information security programme appropriate to the nature of the Services, and is committed to a "secure by design" approach. Details of Accelleo's security controls and certifications are made available through its Trust Centre.

The Client is responsible for the security of its own systems, networks and credentials, and for configuring and using the Services and any Deliverables in a secure manner. Each party will promptly notify the other of any security incident affecting the Services or the other party's data of which it becomes aware.

The Client may, on not less than 20 business days’ prior written notice and no more than once in any 12-month period, audit (or appoint a suitably qualified independent third party to audit) Accelleo’s compliance with its obligations under the Agreement, including its security controls, data protection obligations, and compliance with applicable law. Any such audit will be conducted during normal business hours, in a manner that minimises disruption to Accelleo’s business operations, and subject to the auditor executing a confidentiality agreement on terms acceptable to Accelleo (acting reasonably). The Client will bear its own costs of any audit unless the audit reveals a material breach of the Agreement, in which case Accelleo will bear the reasonable costs of the audit. Accelleo may satisfy this obligation by providing the Client with a current third-party audit report or certification (such as ISO 27001 or SOC 2) in lieu of a direct audit, where the scope of that report reasonably covers the subject matter of the proposed audit.

12 Warranties

Accelleo warrants that it will perform the Services with reasonable skill and care, using appropriately qualified personnel, and that it has the right to enter into the Agreement.

Except as expressly set out in the Agreement, and to the fullest extent permitted by law, all warranties, conditions and other terms implied by statute or common law are excluded. In particular, Accelleo does not warrant that the Services or any Deliverables will be uninterrupted, error-free, or fit for any purpose not expressly agreed in a Statement of Work.

The Client warrants that the Client Materials, and Accelleo's use of them in accordance with the Agreement, will not infringe the rights of any third party or breach any applicable law.

13 Limitation of Liability

Nothing in the Agreement limits or excludes either party's 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.

Subject to the paragraph above, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss or corruption of data, or for any indirect or consequential loss, in each case whether or not foreseeable.

Subject to the paragraphs above, each party’s total aggregate liability arising under or in connection with each Statement of Work, whether in contract, tort or otherwise, will not exceed an amount equal to 100% of the total Fees paid or payable by the Client under that Statement of Work in the 12 months immediately preceding the event giving rise to the claim (the “General Cap”).

The Client is responsible for maintaining adequate backups of its data and for verifying the suitability of any Deliverables before relying on them in a live or production environment.

Notwithstanding the General Cap, each party’s total aggregate liability for all claims arising out of or in connection with a breach of clause 9 (Data Protection) or the Data Processing Agreement, whether in contract, tort or otherwise, will not exceed an amount equal to 200% of the total Fees paid or payable by the Client under the relevant Statement of Work in the 12 months immediately preceding the event giving rise to the claim (the “Data Protection Cap”). For the avoidance of doubt, the Data Protection Cap is a separate and additional limit to the General Cap and applies in lieu of the General Cap for data protection claims.

The parties acknowledge that the caps set out in this clause reflect a reasonable allocation of risk between commercial parties, having regard to the Fees payable and the nature of the Services. Each party has had the opportunity to take legal advice and to insure against the risks that the caps do not cover.

14 Dispute Resolution

If a dispute arises between the parties in connection with the Agreement (a “Dispute”), the parties will attempt to resolve it in good faith through the escalation process set out in this clause before commencing any court proceedings (except for the purposes of seeking urgent injunctive or other interim relief).

Step 1 – Negotiation. Either party may give written notice to the other identifying the Dispute in reasonable detail. Within 10 business days of that notice, a senior representative of each party will meet (in person or remotely) to attempt to resolve the Dispute in good faith.

Step 2 – Mediation. If the Dispute is not resolved within 20 business days of the Step 1 notice (or such longer period as the parties agree in writing), either party may refer the Dispute to mediation administered by the Centre for Effective Dispute Resolution (“CEDR”) under CEDR’s Model Mediation Procedure. Unless the parties agree otherwise, the mediator will be nominated by CEDR. The costs of the mediator and CEDR will be shared equally between the parties. Each party will bear its own legal costs of the mediation.

Step 3 – Litigation. If the Dispute is not resolved within 30 business days of the appointment of a mediator under Step 2 (or such longer period as the parties agree in writing), either party may commence proceedings in accordance with clause 22.

Nothing in this clause prevents either party from applying to court for urgent injunctive, declaratory or other interim relief to protect its rights pending resolution of a Dispute, including in respect of confidentiality, intellectual property, or data protection obligations. The existence of a Dispute does not affect either party’s obligation to continue to perform its obligations under the Agreement unless those obligations are the direct subject of the Dispute.

15 Term and Termination

The Agreement begins on the date the Client first accepts these Terms or places an Order, and continues until terminated in accordance with this clause or until all Statements of Work have been completed.

Either party may terminate a Statement of Work or the Agreement for convenience on the notice period set out in the relevant Statement of Work, or, if none is stated, on 30 days' written notice.

Either party may terminate the Agreement or any Statement of Work immediately by written notice if the other party commits a material breach that is not remediable, or that is remediable but is not remedied within 30 days of written notice, or if the other party becomes insolvent, enters administration, or ceases or threatens to cease to carry on business.

16 Consequences of Termination

On termination or expiry, the Client will pay all Fees and expenses for Services performed up to the date of termination, including work in progress and any non-cancellable commitments reasonably incurred by Accelleo.

Each party will, on request, return or securely destroy the other party's Confidential Information, except to the extent retention is required by law or by reasonable backup and record-keeping practices.

Any provision of the Agreement that expressly or by implication is intended to survive termination will continue in force, including the provisions on intellectual property, confidentiality, data protection, limitation of liability, and governing law.

17 Force Majeure

Neither party will be in breach of the Agreement, or otherwise liable, for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, failure of utilities or telecommunications, and the acts of government or regulators. The affected party will notify the other and use reasonable efforts to mitigate the effect. If the event continues for more than 60 days, either party may terminate the affected Statement of Work on written notice.

18 Compliance, Anti-Bribery and Modern Slavery

Each party will comply with all applicable laws, including the Bribery Act 2010 and the Modern Slavery Act 2015, and will not engage in any activity that would cause the other party to breach those laws. Each party maintains policies and procedures appropriate to ensure such compliance.

19 Subcontracting and Assignment

Accelleo may engage subcontractors to perform any part of the Services but remains responsible for the performance of its subcontractors under the Agreement. Where a subcontractor will have access to Client Materials, Personal Data, or Confidential Information, Accelleo will: (a) enter into a written agreement with that subcontractor imposing confidentiality, data protection, and security obligations at least equivalent to those owed by Accelleo to the Client under the Agreement; (b) where required by the Data Protection Legislation, enter into a data processing agreement with the subcontractor on terms that comply with Article 28 of the UK GDPR; and (c) on request, provide the Client with a summary of the data protection and security obligations imposed on each relevant subcontractor.

Accelleo will maintain an up-to-date list of subcontractors who have access to Client Materials, Personal Data, or Confidential Information, and will make that list available to the Client on request. Accelleo will give the Client reasonable prior notice of any intended change to such subcontractors. If the Client objects to a new or replacement subcontractor on reasonable grounds relating to data protection or information security, the parties will work together in good faith to resolve the objection. If the objection cannot be resolved within 20 business days, the Client may terminate the affected Statement of Work on written notice without liability for early termination fees, subject to paying Fees for Services already performed.

Neither party may assign, transfer or otherwise deal with its rights or obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign to a successor in connection with a merger, reorganisation or sale of substantially all of its assets.

20 Notices

Notices under the Agreement must be in writing and sent to the registered office address of the relevant party or to an email address notified for that purpose. Notices to Accelleo should be sent to hello@accelleo.com and to its registered office. A notice is deemed received on delivery if hand-delivered, on the second business day after posting if sent by pre-paid first class post, or at the time of transmission if sent by email during business hours.

21 General

The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations and understandings relating to its subject matter. Each party acknowledges that it has not relied on any statement or representation not expressly set out in the Agreement.

No variation of the Agreement is effective unless made in writing and signed by authorised representatives of both parties. A failure or delay in exercising any right is not a waiver of it.

If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

Nothing in the Agreement creates any partnership, joint venture or agency between the parties, or makes either party the agent of the other. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Accelleo may update these Terms from time to time. Where a proposed update would materially affect the Client’s rights or obligations, Accelleo will give the Client not less than 30 days’ prior written notice of the change (a “Change Notice”), specifying the nature of the change and the date on which it takes effect. If the Client reasonably objects to a material change, it must notify Accelleo in writing within 20 days of the Change Notice. The parties will then negotiate in good faith for up to 10 business days to agree a resolution. If no resolution is reached, the Client may terminate any affected Statement of Work on written notice expiring no later than the date the change takes effect, without liability for early termination fees, subject to paying Fees for Services already performed. If no objection is raised within the 20-day period, the Client will be deemed to have accepted the change. For existing engagements not terminated under this clause, the version of these Terms in force at the date of the relevant Order or Statement of Work continues to apply unless otherwise agreed in writing. The current version is always published at accelleo.com.

22 Governing Law and Jurisdiction

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

23 Contact Details

Questions about these Terms can be sent to Accelleo Ltd, Stag Gates House, 63/64 The Avenue, Southampton, England, SO17 1XS, or by email to hello@accelleo.com.

These Terms were last updated on 2 June 2026 (Version 1.0).