Terms of Engagement

These Standard Terms of Engagement (“Terms”) apply to all services provided by Midday Digital, a trading name of GROW CREATE Limited (company no. 08008475, registered at 18 Weavers Branch, Thame, Oxfordshire OX9 2FQ) (“Midday”), to its clients (“Client”).

These Terms form part of, and should be read alongside, the Statement of Work, proposal, or order confirmation agreed with each Client, which sets out the specific services, deliverables, fees, and billing schedule for that engagement. If there is any conflict between these Terms and an agreed Statement of Work, the Statement of Work shall prevail in respect of scope, deliverables, and fees; these Terms shall otherwise take precedence.

Nothing on this page constitutes a binding contract on its own — a specific engagement is only formed once a Statement of Work referencing these Terms has been agreed in writing by both parties.

1. Scope of Engagement

• Fractional Leadership & Advisory: Midday provides digital leadership, AI enablement, and operational strategy as an independent advisor.

• Outcome-Focused Services: Services are delivered based on strategic objectives outlined in the agreed Statement of Work.

• Independent Status: Midday operates solely as an independent contractor. Full operational, financial, and legal signing authority remains with the Client's officers and directors.

2. Fees & Billing Terms

• Advance Billing: Unless specified otherwise in the agreed Statement of Work, recurring subscription fees and monthly retainers are invoiced in advance at the start of each billing period.

• Payment Terms: Payment is due within 14 days of invoice issuance. Midday reserves the right to pause advisory work or platform access if fees remain unpaid past the due date. Fees for any period already invoiced in advance are non-refundable where the pause results from the Client's non-payment.

• Exclusions: All quoted fees exclude applicable VAT, travel disbursements, and third-party software subscriptions or API tokens (e.g., n8n, Claude, OpenAI, Notion) required to deliver the work.

• Annual Increase: Midday may increase the Charges on an annual basis with effect from each anniversary of the start date of the engagement, in line with the percentage increase in the Consumer Prices Index (CPI) over the preceding 12-month period. The first such increase shall take effect on the first anniversary of that start date, based on the latest CPI figure available at the beginning of the preceding month.

3. Client Responsibilities & Dependencies

• Information & Access: The Client agrees to provide prompt access to key systems, platforms, internal documentation, and staff needed to carry out the agreed scope.

• Participation: Client stakeholders will participate in scheduled strategy calls, feedback loops, and review sessions as outlined in the agreed Statement of Work.

• Non-Breaking Provision: Client delays in approving materials, granting tool access, or scheduling key staff will not halt or defer the recurring billing schedule.

4. Intellectual Property (IP) Rights

Intellectual Property Summary

• Client Materials & Deliverables: The Client owns all bespoke strategies, custom prompt libraries, process documentation, and workflows developed specifically for them during paid billing cycles. Ownership of Deliverables for a given billing cycle passes to the Client only once the Charges for that cycle have been paid in full.

• Midday Background IP: Midday retains ownership of its pre-existing frameworks, proprietary prompt architecture, software, and consulting methodologies used during the engagement. The Client acquires no rights in Midday's background IP beyond a licence to use it as embedded in the Deliverables for its own internal business purposes.

5. Confidentiality

5.1 Each party shall keep confidential all business, financial, technical, and strategic information of the other party disclosed in connection with this agreement, and shall use it only to perform its obligations under this agreement.

5.2 Midday may disclose the Client's confidential information to its employees, contractors, subcontractors, and advisers who need to know it to deliver the Services, provided they are bound by confidentiality obligations no less protective than this clause, or where disclosure is required by law, a court, or a regulator.

5.3 This clause 5 survives termination or expiry of this agreement.

6. Data Protection

6.1 Both parties shall comply with all applicable requirements of UK data protection law, including the UK GDPR and the Data Protection Act 2018 (“Data Protection Legislation”). This clause 6 is in addition to, and does not replace, either party's obligations under the Data Protection Legislation.

6.2 For the purposes of the Data Protection Legislation, the Client is the Controller and Midday is the Processor in respect of any Personal Data processed by Midday in connection with the Services.

6.3 Midday shall, in relation to Personal Data it processes under this agreement:

a)  process it only on the Client's documented written instructions, unless required by law to do otherwise;

b)  maintain appropriate technical and organisational measures to protect against unauthorised or unlawful processing and against accidental loss, destruction, or damage;

c)   ensure that personnel with access to the Personal Data are subject to confidentiality obligations;

d)  notify the Client without undue delay on becoming aware of a Personal Data Breach;

e)  assist the Client, at the Client's reasonable cost, with data subject requests and with the Client's obligations relating to security, breach notification, and impact assessments; and

f)   at the Client's written direction, delete or return Personal Data on termination of this agreement, unless the law requires Midday to retain it.

6.4 Neither party shall transfer Personal Data outside the UK other than in compliance with the Data Protection Legislation's requirements for international transfers.

7. Risk Management & Commercial Disclaimers

•      Phased Deployment: Workflows and process adjustments are deployed in structured phases to prevent disruption to the Client's day-to-day operations.

•      No Commercial Guarantees: Midday applies high professional skill, care, and industry expertise. However, Midday does not guarantee specific sales outcomes, revenue targets, or third-party tool algorithm performance.

•      Client Data & Instructions: Midday shall have no liability for any damage caused by errors or omissions in information or instructions provided to Midday by the Client.

8. Limitation of Liability

8.1 Nothing in this agreement excludes or limits either party's liability for: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; or any other liability which cannot lawfully be excluded or limited.

8.2 Subject to clause 8.1, Midday's total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, restitution, or otherwise, shall not exceed 100% of the Charges paid by the Client in the one (1) month preceding the event giving rise to the claim.

8.3 Subject to clause 8.1, neither party shall be liable to the other for any loss of profits, revenue, business, business opportunities, goodwill, or anticipated savings, or for any indirect or consequential loss, whether arising in contract, tort, or otherwise.

9. Insurance

9.1 Midday shall maintain in force, through GROW CREATE Limited (the contracting legal entity), professional indemnity insurance and public liability insurance to cover its liabilities that may arise under or in connection with this agreement, and shall produce to the Client on request the insurance certificate and current premium receipt for each such policy.

10. Term, Pause & Termination

• Term: Each engagement begins on the date specified in the agreed Statement of Work and runs for the initial term specified in the agreed Statement of Work.

• Rolling Renewal: Following the initial term, services automatically continue on a rolling monthly basis at the agreed retainer rate unless terminated by either party.

• Termination for Convenience: Either party may cancel a rolling retainer by giving 30 days' written notice prior to the next billing date.

• Termination for Cause: Either party may terminate this agreement by written notice if the other party commits a material breach of this agreement which (if capable of remedy) is not remedied within 14 days of written notice describing the breach, or if the other party becomes insolvent.

• Effect of Termination: On termination for any reason, Midday shall invoice the Client for all Services provided up to the date of termination and the Client shall pay all outstanding invoices. Fees already invoiced in advance for the then-current billing period are non-refundable, save where termination is for Midday's uncured material breach, in which case the Client shall be entitled to a pro-rated refund for Services not yet delivered.

11. General

11.1 Force majeure. Neither party shall be in breach of this agreement, nor liable for delay or failure to perform its obligations, to the extent such delay or failure results from events, circumstances, or causes beyond its reasonable control.

11.2 Subcontracting and assignment. Midday may subcontract or assign any or all of its rights or obligations under this agreement to third parties or to members of its corporate group, and shall remain responsible for the acts and omissions of any subcontractor as if they were its own. The Client shall not assign, transfer, or subcontract any of its rights or obligations under this agreement without Midday's prior written consent.

11.3 Entire agreement. This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior discussions, proposals, representations, and understandings, whether written or oral.

11.4 Variation. No variation of this agreement shall be effective unless made in writing and signed by authorised representatives of both parties.

11.5 Notices. Any notice given under this agreement shall be in writing and sent to the email address most recently used by that party for correspondence relating to the engagement. A notice is deemed received at the time of transmission, or, if sent outside business hours (9.00am–5.00pm, Monday to Friday, excluding public holidays in England) in the place of receipt, when business hours next resume.

11.6 Third party rights. A person who is not a party to this agreement has no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.

11.7 Severance. If any provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, deemed deleted, without affecting the remainder of this agreement.

11.8 Governing law. This agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the law of England and Wales.

11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.