Terms & Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern the relationship between ATHLETIQ LTD, a company registered in England and Wales with its registered office at 19 Diamond Court Opal Drive, Fox Milne, Milton Keynes, MK15 0DU, United Kingdom ("ATHLETIQ", "the Company", "we", "us", or "our"), and any business entity or individual ("Client", "you", or "your") engaging ATHLETIQ LTD for the provision of professional services.

These Terms apply to all services provided by ATHLETIQ LTD, including computer systems design, custom computer programming services, software architecture, systems integration, technical delivery support, business software support, and digital infrastructure planning. By engaging ATHLETIQ LTD for any service, entering into any agreement or Statement of Work with ATHLETIQ LTD, or by otherwise instructing ATHLETIQ LTD to commence work, you acknowledge and agree to be bound by these Terms.

These Terms, together with any applicable Statement of Work, Engagement Letter, Project Specification, or other contractual documentation issued by ATHLETIQ LTD and accepted by the Client, constitute the entire agreement between the parties with respect to the subject matter thereof and supersede all prior negotiations, representations, and understandings.

Where there is any conflict or inconsistency between these Terms and any specific contractual documentation agreed between the parties for a specific engagement, the specific contractual documentation shall take precedence to the extent of the inconsistency, unless expressly stated otherwise.

ATHLETIQ LTD reserves the right to amend these Terms from time to time. The version of these Terms applicable to any engagement is the version in force at the time the engagement commences, unless the parties expressly agree otherwise in writing.

These Terms are intended to govern business-to-business commercial relationships. They are not intended to apply to consumers as defined under applicable consumer protection legislation. ATHLETIQ LTD provides services exclusively to business clients and does not contract with consumers in the course of its business.

2. Definitions and Interpretation

In these Terms, the following definitions apply unless the context otherwise requires:

"Agreement" means the contract formed between ATHLETIQ LTD and the Client comprising these Terms together with any applicable Statement of Work, Engagement Letter, Project Specification, or other written documentation agreed between the parties.

"Confidential Information" means all non-public information disclosed by either party to the other in connection with an Engagement, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical specifications, business processes, client data, system designs, pricing, and proprietary methodologies.

"Deliverable" means any work product, report, document, specification, software, code, design, plan, or other output produced by ATHLETIQ LTD in the course of an Engagement and agreed to be delivered to the Client as defined in the applicable Statement of Work or Engagement documentation.

"Engagement" means a specific project, service arrangement, or professional engagement commissioned by the Client from ATHLETIQ LTD, as defined in an applicable Statement of Work, Engagement Letter, or equivalent documentation.

"Fee" means the charges payable by the Client to ATHLETIQ LTD for the provision of Services, as agreed in the applicable Statement of Work or Engagement documentation.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, trade names and domain names, rights in trade dress and get-up, rights in goodwill, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Project Specification" means the document produced during a specification engagement that defines the requirements, acceptance criteria, technical parameters, and scope of a Deliverable or system to be designed or implemented by ATHLETIQ LTD.

"Services" means the professional services described in these Terms and in any applicable Engagement documentation, including but not limited to computer systems design, custom programming, software architecture, systems integration, technical delivery support, business software support, and digital infrastructure planning.

"Statement of Work" means a document agreed in writing between ATHLETIQ LTD and the Client that defines the scope, deliverables, timeline, fees, and specific terms applicable to a particular Engagement.

References to "writing" include email communications. References to statutes include all amendments, re-enactments, and regulations made under those statutes. The headings in these Terms are for convenience only and shall not affect interpretation. Unless the context otherwise requires, references to the singular include the plural and vice versa.

3. Services and Scope of Work

ATHLETIQ LTD provides professional services in the field of computer systems design and related technical disciplines. The specific scope of services to be provided in any Engagement will be defined in a Statement of Work, Engagement Letter, or Project Specification agreed between ATHLETIQ LTD and the Client prior to commencement of work.

The Services provided by ATHLETIQ LTD include, but are not limited to, the following disciplines:

• Custom Computer Programming Services: The design and development of bespoke software applications, tools, scripts, or program modules to meet client-specific operational requirements as defined in a Project Specification.
• Computer Systems Design: The planning, specification, and design of computer systems and computing environments suited to the operational and technical requirements of the Client, including hardware specification, software environment design, and system governance documentation.
• Software Architecture: The structural design of software systems, defining components, dependencies, data flows, integration points, and governance frameworks intended to guide implementation and long-term system management.
• Systems Integration: The design and implementation of integration architectures connecting disparate software systems, data sources, and platforms, including API design, data pipeline engineering, and integration monitoring frameworks.
• Technical Delivery Support: Independent technical oversight of software or systems implementation projects, including specification compliance monitoring, acceptance testing management, and delivery governance.
• Business Software Support: Structured ongoing maintenance, monitoring, incident response, and change management services for live business software environments.
• Digital Infrastructure Planning: Strategic planning of digital infrastructure environments, including cloud architecture, on-premise and hybrid designs, data storage and recovery planning, and technology roadmapping.

Any changes to the agreed scope of Services must be agreed in writing by both parties through a formal change request or amendment to the Statement of Work. ATHLETIQ LTD shall not be obliged to perform work outside the agreed scope unless such work has been formally agreed and documented. Where additional work is requested and agreed, such work shall be subject to additional Fees as agreed between the parties.

ATHLETIQ LTD will use reasonable skill and care in the delivery of all Services and will apply professional standards appropriate to the nature of the Services. ATHLETIQ LTD does not guarantee specific business outcomes arising from the implementation of its technical recommendations, as business outcomes depend on factors outside ATHLETIQ LTD's control.

All Services are provided on a business-to-business basis. ATHLETIQ LTD does not provide services to consumers. The Client warrants that it is engaging ATHLETIQ LTD in the course of its business or profession and not as a consumer.

4. Client Obligations and Responsibilities

The Client accepts responsibility for providing ATHLETIQ LTD with all information, access, materials, and cooperation reasonably required for the performance of the Services. The Client acknowledges that ATHLETIQ LTD's ability to deliver the Services in accordance with any agreed timeline is contingent on the Client meeting its obligations under this clause.

The Client shall:

• Provide ATHLETIQ LTD with accurate, complete, and timely information, documentation, and data necessary for the performance of the Services
• Make available suitable personnel with the necessary authority and knowledge to participate in requirements gathering, specification review, acceptance testing, and other engagement activities requiring Client involvement
• Provide timely written approval or feedback at each stage of the Engagement where such approval or feedback is required for progression to the subsequent stage
• Ensure that any materials, data, or systems provided to ATHLETIQ LTD for use in connection with the Services do not infringe the Intellectual Property Rights of any third party
• Ensure that any access credentials, system permissions, or infrastructure access granted to ATHLETIQ LTD are appropriate and authorised and do not place ATHLETIQ LTD in breach of any third-party agreement or regulation
• Comply with all applicable laws and regulations in connection with its use of the Services and any Deliverables produced by ATHLETIQ LTD
• Pay all Fees in accordance with the payment terms set out in these Terms and in the applicable Engagement documentation
• Promptly notify ATHLETIQ LTD of any material change in requirements, business context, or technical environment that may affect the scope, design, or delivery of the Services

Where the Client fails to meet any of the obligations described in this clause, ATHLETIQ LTD shall not be liable for any delay or failure in the delivery of the Services resulting from such failure, and the Client shall remain liable for all Fees due in respect of the affected Engagement. ATHLETIQ LTD may adjust timelines, Fees, or scope in response to Client-caused delays, following written notification to the Client.

The Client shall indemnify ATHLETIQ LTD against any claims, losses, or costs arising from incorrect, incomplete, or misleading information provided by the Client that causes ATHLETIQ LTD to produce a Deliverable that does not meet the Client's actual requirements.

5. Pricing, Fees, and Payment Terms

The Fees payable for each Engagement will be set out in the applicable Statement of Work or Engagement documentation. ATHLETIQ LTD's Fees may be structured on a fixed-price basis, a time-and-materials basis, a retainer basis, or any combination thereof, as agreed with the Client for each specific Engagement.

5.1 Fixed-Price Engagements

Where an Engagement is priced on a fixed-price basis, the agreed Fee covers the delivery of the agreed Deliverables as specified in the Statement of Work or Project Specification. Any work outside the agreed scope will be subject to additional Fees, agreed in advance in writing. Fixed-price Fees are contingent on the Client meeting its obligations as set out in Clause 4, including providing timely information and approvals. ATHLETIQ LTD reserves the right to adjust the fixed-price Fee in the event that Client delays or changes in requirements materially affect the scope or cost of delivery.

5.2 Time-and-Materials Engagements

Where an Engagement is priced on a time-and-materials basis, the Client will be charged for the actual time spent by ATHLETIQ LTD personnel on the Engagement, at the applicable daily or hourly rates agreed in the Statement of Work, together with any agreed reimbursable expenses. ATHLETIQ LTD will maintain records of time spent and will provide the Client with periodic invoices based on actual time recorded.

5.3 Retainer Arrangements

Where an Engagement is governed by a retainer arrangement, the Client will pay a recurring Fee in exchange for a defined allocation of ATHLETIQ LTD's professional resources. Unused allocation in any given period does not carry forward to subsequent periods unless otherwise agreed in writing.

5.4 Invoicing and Payment

ATHLETIQ LTD will issue invoices in accordance with the invoicing schedule agreed in the applicable Engagement documentation. In the absence of an agreed invoicing schedule, ATHLETIQ LTD may invoice upon completion of each defined project phase or on a monthly basis.

Payment of all invoices is due within thirty (30) days of the invoice date, unless otherwise agreed in writing. Where a Client disputes an invoice or any portion thereof, the Client must notify ATHLETIQ LTD in writing within ten (10) business days of receipt of the invoice, specifying the basis for the dispute. Undisputed portions of an invoice must be paid within the standard payment term.

ATHLETIQ LTD reserves the right to charge interest on overdue payments at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. ATHLETIQ LTD also reserves the right to recover reasonable costs of recovering overdue debts.

All Fees are quoted and invoiced exclusive of Value Added Tax (VAT) unless otherwise stated. Where VAT is applicable, it will be charged at the rate in force at the time of invoicing and will appear separately on the invoice.

ATHLETIQ LTD may suspend delivery of Services in the event of non-payment of overdue invoices, following written notice to the Client. Such suspension shall not constitute a breach of contract by ATHLETIQ LTD.

5.5 Expenses

Where an Engagement requires ATHLETIQ LTD to incur expenses — including travel, accommodation, software licences, third-party services, or specialist materials — such expenses shall be reimbursable by the Client at cost, provided they have been agreed in advance. ATHLETIQ LTD will provide supporting receipts or documentation for claimed expenses upon request.

6. Intellectual Property Rights

The ownership of Intellectual Property Rights in materials created by ATHLETIQ LTD in the course of an Engagement will be as specified in the applicable Statement of Work or Engagement documentation. In the absence of specific agreement, the following default positions apply:

6.1 Pre-Existing Intellectual Property

Each party retains ownership of all Intellectual Property Rights in materials that existed prior to the commencement of the Engagement ("Pre-existing IP"). Nothing in these Terms or any Engagement documentation transfers ownership of Pre-existing IP from one party to the other. Each party grants the other a limited, non-exclusive licence to use its Pre-existing IP solely to the extent necessary for the performance of the Engagement.

6.2 ATHLETIQ LTD Methodologies and Tools

ATHLETIQ LTD retains ownership of all Intellectual Property Rights in its proprietary methodologies, frameworks, tools, templates, processes, and technical know-how, whether or not incorporated into Deliverables. Where ATHLETIQ LTD's proprietary tools or frameworks are incorporated into a Deliverable, ATHLETIQ LTD grants the Client a non-exclusive, perpetual, royalty-free licence to use such tools or frameworks as incorporated in the specific Deliverable, for the Client's internal business purposes only.

6.3 Bespoke Deliverables

Where ATHLETIQ LTD produces a Deliverable that is wholly bespoke to the Client's requirements and does not incorporate ATHLETIQ LTD's Pre-existing IP or proprietary tools beyond the licence described above, the parties may agree to transfer ownership of the Intellectual Property Rights in such Deliverable to the Client upon receipt of full payment. Any such transfer must be expressly agreed in writing and stated in the applicable Statement of Work.

Unless such a transfer is expressly agreed, ATHLETIQ LTD retains ownership of all Intellectual Property Rights in Deliverables and grants the Client a non-exclusive, perpetual, royalty-free licence to use the Deliverable for its internal business purposes.

6.4 Client Materials

The Client retains ownership of all Intellectual Property Rights in materials, data, and information provided to ATHLETIQ LTD for use in connection with the Engagement. The Client grants ATHLETIQ LTD a non-exclusive licence to use such materials solely for the purpose of delivering the Services.

6.5 No Other Transfers

No rights or licences are granted by either party to the other except as expressly stated in these Terms or in the applicable Engagement documentation.

7. Confidentiality and Non-Disclosure

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such Confidential Information only for the purposes of the Engagement. Each party agrees not to disclose the other's Confidential Information to any third party without the prior written consent of the disclosing party, except as permitted under these Terms.

Each party may disclose Confidential Information to its employees, contractors, and professional advisers who have a legitimate need to know such information for the purposes of the Engagement, provided that such persons are bound by obligations of confidentiality no less protective than those set out in these Terms.

The obligations of confidentiality do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information
• Is disclosed with the prior written consent of the disclosing party
• Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice of such requirement and cooperates with the disclosing party in seeking a protective order

The obligations of confidentiality set out in this clause shall survive the termination or expiry of the Agreement for a period of five (5) years.

ATHLETIQ LTD may refer to the Client as a client for general marketing purposes — for example, describing the type of work undertaken or the sector served — unless the Client expressly requests otherwise in writing. ATHLETIQ LTD will not, without the Client's prior consent, disclose the Client's identity, specific project details, proprietary systems, or business information in any public-facing communication.

8. Data Protection and Privacy

Each party shall comply with its respective obligations under applicable data protection legislation, including the United Kingdom General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where ATHLETIQ LTD processes personal data on behalf of the Client in connection with the delivery of the Services, ATHLETIQ LTD acts as a data processor and the Client acts as the data controller. In such circumstances, the parties shall enter into a data processing agreement in accordance with Article 28 of the UK GDPR prior to any such processing commencing.

Where personal data is processed in connection with ATHLETIQ LTD's own business operations — including the management of client contacts and business correspondence — ATHLETIQ LTD acts as data controller and processes such data in accordance with its Privacy Policy, available at https://athletiq.ink/privacy-policy.html.

Each party shall promptly notify the other in the event of any personal data breach affecting the other party's data and shall cooperate in managing any required regulatory notifications or remediation steps.

The Client warrants that it has obtained all necessary consents and authorisations required for the lawful transfer of personal data to ATHLETIQ LTD for the purposes of the Engagement, and that such transfer does not violate any applicable law or third-party right.

9. Warranties and Representations

9.1 ATHLETIQ LTD Warranties

ATHLETIQ LTD warrants that:

• It has the full legal capacity, power, and authority to enter into and perform its obligations under the Agreement
• The Services will be performed with reasonable skill, care, and diligence, and in accordance with standards reasonably expected of a competent professional services provider in the relevant discipline
• The Deliverables will, at the time of delivery, substantially conform to the requirements set out in the applicable Project Specification or Statement of Work
• It will comply with all applicable laws and regulations in connection with the performance of the Services

The warranty in respect of conformance to specification applies from the date of delivery and is subject to a warranty period of ninety (90) days, unless a different warranty period is agreed in the applicable Engagement documentation. During this period, ATHLETIQ LTD will at its own cost correct any material non-conformance with the specification, provided that the non-conformance is not attributable to modifications made by the Client or a third party after delivery, or to incorrect or incomplete information provided by the Client during the specification process.

9.2 Client Warranties

The Client warrants that:

• It has the full legal capacity, power, and authority to enter into and perform its obligations under the Agreement
• All information provided to ATHLETIQ LTD in connection with the Engagement is accurate and complete to the best of the Client's knowledge
• The materials, data, and access it provides to ATHLETIQ LTD do not infringe the rights of any third party
• It will use the Deliverables in compliance with all applicable laws and regulations
• It is engaging ATHLETIQ LTD in the course of its business and not as a consumer

9.3 No Other Warranties

Except as expressly set out in these Terms, all implied warranties, conditions, and terms — whether arising by statute, common law, or otherwise — are excluded to the fullest extent permitted by applicable law. In particular, ATHLETIQ LTD does not warrant that any Deliverable will be uninterrupted or error-free in operation, that defects will be corrected outside the agreed warranty period, or that the Deliverable will meet requirements that were not specified in the Project Specification or Statement of Work.

10. Limitation of Liability

This clause sets out the entire financial liability of ATHLETIQ LTD (including any liability for the acts or omissions of its employees, agents, contractors, and subcontractors) to the Client in respect of any breach of the Agreement, any use made of the Services or Deliverables, and any representation, misrepresentation (whether innocent or negligent), statement, or tortious act or omission arising under or in connection with the Agreement.

10.1 Exclusions from Liability

To the maximum extent permitted by applicable law, ATHLETIQ LTD shall not be liable for any of the following, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise:

• Loss of profits, revenue, or turnover
• Loss of business, contracts, or commercial opportunities
• Loss of anticipated savings
• Loss of goodwill or reputation
• Loss of data (where the Client has failed to maintain adequate backups)
• Any indirect, special, or consequential loss or damage

10.2 Cap on Liability

Subject to the exclusions set out in Clause 10.3, ATHLETIQ LTD's aggregate liability to the Client in respect of any Engagement shall not exceed the total Fees paid by the Client to ATHLETIQ LTD under that Engagement during the twelve (12) months immediately preceding the event giving rise to the claim, or the total Fees agreed for the Engagement, whichever is lower.

10.3 Liability Not Excluded

Nothing in these Terms excludes or limits ATHLETIQ LTD's liability for:

• Death or personal injury caused by ATHLETIQ LTD's negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot lawfully be excluded or limited under applicable law

10.4 Mitigation

Each party shall take all reasonable steps to mitigate any loss or damage it suffers in connection with any claim under or in connection with the Agreement.

11. Indemnification

The Client shall indemnify, defend, and hold harmless ATHLETIQ LTD and its officers, employees, contractors, and agents from and against any claims, actions, proceedings, losses, damages, expenses (including reasonable legal costs), and liabilities arising from or in connection with:

• The Client's breach of these Terms or any applicable law
• Any claim that materials or data provided by the Client to ATHLETIQ LTD infringe the Intellectual Property Rights of any third party
• The Client's use of Deliverables in a manner not authorised under these Terms or in contravention of applicable law
• Any modification made by the Client or a third party authorised by the Client to a Deliverable after acceptance by the Client
• Incorrect or incomplete information provided by the Client that causes ATHLETIQ LTD to produce a Deliverable that does not meet the Client's actual requirements

ATHLETIQ LTD shall indemnify, defend, and hold harmless the Client from and against any claims arising from ATHLETIQ LTD's infringement of a third party's Intellectual Property Rights in the Deliverables produced for the Client, provided that the infringement is attributable solely to ATHLETIQ LTD's own work and not to any materials, data, or requirements provided by the Client.

12. Term, Termination, and Consequences

Each Engagement commences on the date agreed in the applicable Statement of Work or Engagement documentation and continues until the Deliverables have been delivered and accepted (or otherwise as agreed for ongoing support or retainer arrangements).

12.1 Termination for Convenience

Either party may terminate an Engagement for convenience by providing the other party with not less than thirty (30) days' written notice. In the event of termination for convenience by the Client, the Client shall pay ATHLETIQ LTD for all work completed and expenses incurred up to the effective date of termination, plus any committed third-party costs that cannot reasonably be avoided. In the event of termination for convenience by ATHLETIQ LTD, ATHLETIQ LTD shall complete any work in progress to a reasonable stopping point and deliver to the Client all completed work products and relevant documentation.

12.2 Termination for Material Breach

Either party may terminate an Engagement immediately upon written notice to the other party if the other party has committed a material breach of the Agreement that is incapable of remedy, or if the other party has failed to remedy a material breach within twenty-one (21) days of receiving written notice requiring such remedy.

Material breach by the Client includes, without limitation, persistent non-payment of undisputed invoices, fundamental failure to cooperate with the delivery process, and material misrepresentation of requirements.

12.3 Termination for Insolvency

Either party may terminate an Engagement immediately upon written notice if the other party becomes insolvent, enters into administration or receivership, makes a composition with its creditors, has a winding-up order made against it, or undergoes any analogous insolvency event.

12.4 Consequences of Termination

Upon termination of an Engagement for any reason:

• All Fees accrued up to the date of termination shall become immediately due and payable
• Each party shall promptly return or destroy the other party's Confidential Information, subject to any legal retention obligations
• Any licences granted under these Terms shall terminate, except that any licence granted to the Client in respect of Deliverables for which full payment has been received by ATHLETIQ LTD shall survive termination
• Clauses that by their nature are intended to survive termination — including those relating to confidentiality, intellectual property, limitation of liability, indemnification, and governing law — shall survive termination

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under the Agreement to the extent that such delay or failure is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, pandemics, floods, fire, storms, earthquakes, civil unrest, acts of terrorism, governmental actions, changes in law, labour disputes, failure of essential utilities, or interruption of internet or telecommunications infrastructure.

The affected party must notify the other party promptly in writing of the nature, extent, and expected duration of the Force Majeure Event and shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for a period exceeding sixty (60) days, either party may terminate the affected Engagement by written notice, without liability to the other party except in respect of obligations that accrued prior to the Force Majeure Event.

14. Acceptance Testing and Delivery

Where an Engagement produces a Deliverable that is subject to acceptance testing, the testing process will be defined in the Project Specification or Statement of Work. The Client is responsible for conducting acceptance testing within the agreed testing period and for providing ATHLETIQ LTD with a written acceptance or a written list of material defects within that period.

A Deliverable will be deemed accepted by the Client if:

• The Client provides written notice of acceptance
• The agreed acceptance testing period expires without the Client providing a written list of material defects
• The Client puts the Deliverable into productive use prior to formal acceptance

Upon acceptance, the warranty period described in Clause 9.1 commences. Defects identified during the warranty period that constitute non-conformance with the Project Specification will be remedied by ATHLETIQ LTD at no additional cost. Non-material cosmetic or preferential issues identified after acceptance that are not non-conformances with the specification may be addressed as part of a subsequent Engagement at standard Fees.

Where the Client identifies material defects during the acceptance testing period, ATHLETIQ LTD shall have a reasonable opportunity to remedy such defects and re-present the Deliverable for acceptance testing. The number of testing cycles and the timeline for remedy will be as agreed in the applicable Engagement documentation.

15. Business Software Support and Ongoing Services

Where ATHLETIQ LTD provides ongoing support services, the specific terms of such arrangements — including service levels, response times, maintenance windows, escalation procedures, and change management processes — will be set out in a separate Support Agreement or Schedule agreed with the Client.

Support arrangements commence on the agreed start date and continue for the agreed initial term. Unless terminated in accordance with the termination provisions applicable to the support arrangement, support arrangements shall automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal not less than thirty (30) days prior to the end of the current term.

ATHLETIQ LTD does not guarantee uninterrupted availability of supported systems, as availability depends on factors including third-party infrastructure, hosting providers, and Client-controlled systems. ATHLETIQ LTD's support obligations extend to those elements of the system within its contractual scope and do not cover failures attributable to factors outside its control.

16. Subcontracting and Assignment

ATHLETIQ LTD may engage subcontractors or specialist third-party providers to assist in the delivery of any Engagement, provided that ATHLETIQ LTD remains responsible for the quality of all work delivered under the Agreement. ATHLETIQ LTD shall ensure that any subcontractors engaged are subject to confidentiality obligations no less protective than those in these Terms.

The Client may not assign, transfer, subcontract, or delegate any of its rights or obligations under the Agreement without the prior written consent of ATHLETIQ LTD. ATHLETIQ LTD may assign any of its rights or obligations under the Agreement in connection with a corporate restructuring, merger, acquisition, or transfer of business assets, provided that ATHLETIQ LTD gives the Client reasonable prior written notice of such assignment.

17. Third-Party Software and Services

Where ATHLETIQ LTD recommends, procures, or implements third-party software products, cloud services, or platform tools in connection with an Engagement, such third-party products are subject to the terms and conditions of the relevant third-party vendors. ATHLETIQ LTD does not warrant or accept liability for the performance, availability, security, or continued availability of third-party software or services.

The Client is responsible for obtaining and maintaining any third-party licences, subscriptions, or service agreements necessary for the operation of implemented systems. ATHLETIQ LTD will advise on licence requirements as part of its engagement deliverables but is not responsible for the cost of third-party licences unless expressly agreed otherwise.

Where third-party products or services are discontinued, subject to price increases, or substantially changed during or after an Engagement, ATHLETIQ LTD shall not be responsible for any resulting impact on Deliverables unless the change was foreseeable at the time of specification and material to the design decisions made.

18. Anti-Bribery and Compliance

Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010. Neither party shall engage in any form of bribery, corruption, or improper inducement in connection with its activities under the Agreement.

Each party shall comply with all applicable laws and regulations relating to anti-money laundering, sanctions, and export controls in connection with its activities under the Agreement and shall promptly notify the other party of any known or suspected violation of such laws or regulations.

Each party shall comply with all applicable modern slavery legislation, including the Modern Slavery Act 2015, and shall ensure that its business and supply chains do not involve slavery, servitude, forced or compulsory labour, or human trafficking.

19. Notices

Any notice required or permitted to be given under these Terms shall be in writing and shall be delivered to the receiving party by hand, by prepaid first-class post, or by email to the following addresses:

For ATHLETIQ LTD: 19 Diamond Court Opal Drive, Fox Milne, Milton Keynes, MK15 0DU, United Kingdom; devops@athletiq.ink

For the Client: the address and email address provided in the applicable Engagement documentation.

Notices shall be deemed given: (a) on the day of delivery if delivered by hand during normal business hours; (b) two (2) business days after posting if sent by first-class post; or (c) on the day of transmission if sent by email, provided that no automated notification of non-delivery is received by the sender. Either party may update its notice address by providing written notice to the other party in accordance with this clause.

20. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or in connection with these Terms or any Agreement (a "Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation between senior representatives of each party. Either party may initiate this process by providing written notice to the other party identifying the nature of the Dispute and requesting negotiations.

If a Dispute is not resolved through good-faith negotiations within thirty (30) days of the written notice (or such longer period as the parties may agree in writing), either party may refer the Dispute to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The cost of mediation shall be shared equally between the parties unless otherwise agreed.

If a Dispute is not resolved through mediation within sixty (60) days of the mediation being requested, or if either party refuses mediation, either party may refer the Dispute to the courts in accordance with Clause 21.

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction in appropriate circumstances.

21. Governing Law and Jurisdiction

These Terms and all Agreements entered into under them, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales.

Subject to the dispute resolution provisions in Clause 20, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any Dispute arising out of or in connection with these Terms or any Agreement, or any non-contractual obligations arising in connection with them.

22. General Provisions

22.1 Entire Agreement

These Terms, together with any applicable Statement of Work, Engagement Letter, or other written agreement between the parties, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior and contemporaneous negotiations, representations, warranties, agreements, and understandings, whether oral or written.

22.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part, the validity and enforceability of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable; or, if such modification is not possible, the relevant provision shall be treated as deleted from these Terms.

22.3 Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that right or remedy, and no waiver shall operate as a bar to the subsequent exercise of that right or remedy. Any waiver of a breach of these Terms must be in writing and shall not be construed as a waiver of any subsequent breach of the same or any other provision.

22.4 Amendments

These Terms may only be amended by a written instrument signed by duly authorised representatives of both parties, or by ATHLETIQ LTD publishing a revised version of these Terms with a new effective date, subject to providing the Client with reasonable notice of any material changes. Changes to these Terms do not affect Engagements already in progress unless the parties expressly agree otherwise.

22.5 Rights of Third Parties

No third party shall have any rights to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise, save that any assignee of a party in accordance with Clause 16 shall have the benefit of the rights assigned to it.

22.6 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have authority to bind the other party in any manner, and neither party shall represent itself as having such authority.

22.7 Further Assurance

Each party shall, at the reasonable request of the other party, take such further actions and execute such further documents as may be reasonably required to give full effect to the terms of the Agreement, including the transfer of Intellectual Property Rights agreed between the parties.

23. Contact

Any queries regarding these Terms and Conditions should be directed to:

ATHLETIQ LTD
19 Diamond Court Opal Drive
Fox Milne, Milton Keynes
MK15 0DU, United Kingdom
Email: devops@athletiq.ink
Telephone: +44 4945 690645