Terms &
Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between DIGITAL PROTOTYPE LTD ("Agency", "we", "us") and the enterprise client ("Client", "you"). By commissioning our engineering services, accessing our secure portals, or entering into an active Service Level Agreement (SLA), you unequivocally agree to these Terms.

Our core offerings include bespoke software architecture, legacy system modernization, and the deployment of Sovereign Perimeter Control environments. We do not provide generic 'off-the-shelf' SaaS products; every engagement is treated as a highly specialized engineering contract governed by deterministic outcomes.

We believe that true enterprise value lies in proprietary technology. Unlike agencies that trap clients in perpetual licensing models, DIGITAL PROTOTYPE LTD operates on a principle of absolute IP transfer for bespoke development.

• Bespoke Deliverables: Upon the final deterministic deployment and full settlement of all associated invoices, 100% of the Intellectual Property rights, source code, and custom deployment scripts are transferred exclusively to the Client.
• Background Technology: Any pre-existing algorithms, open-source libraries, or proprietary orchestration tools utilized to build the system remain the property of their respective owners or the Agency. However, the Client is granted a perpetual, royalty-free, irrevocable license to use this background technology as integrated into the final deliverable.

For delivered fixed-price services (e.g., our Enterprise Assessment Access package), we provide deterministic delivery guarantees during the included post-delivery support window:

• Report Delivery: Scan results and written reports are delivered within the timeframe confirmed at purchase, typically within 2 to 14 business days depending on the package.
• Support Response: Questions regarding the delivered reports or platform access are handled according to the email support SLA listed in the package (48h, 24h, or 12h).
• Remedy: Failure to deliver the agreed reports or provide the confirmed platform access will result in deterministic service credits applicable to a future engagement or milestone, as outlined in the individual Master Services Agreement (MSA).

The Agency employs advanced Sovereign Perimeter Control methodologies to secure the software we build and the infrastructure we manage. We execute continuous verification and deploy strict micro-segmentation.

Client Responsibilities: The mathematical integrity of our security architecture requires client cooperation. The Client must enforce rigorous internal Identity and Access Management (IAM), immediately revoke credentials of terminated employees, and strictly prohibit the sharing of API keys. The Agency is not liable for data breaches originating from compromised client-side credentials or social engineering attacks executed against the Client's personnel.

Fixed-Price Services: Starter Diagnostic Access, Professional Audit Access, and Enterprise Assessment Access are billed as one-time fixed fees. Payment is due in full upon contract execution. Failure to settle invoices within 14 days will result in the suspension of pending scan delivery and scheduled review sessions.

Bespoke Engineering: Custom development and legacy migrations are executed on a fixed-price, milestone-driven basis following a rigorous Diagnostic Audit. A standard 30% mobilization fee is required prior to the commencement of any architectural blueprinting.

To the maximum extent permitted by applicable English law, DIGITAL PROTOTYPE LTD shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business goodwill.

In no event shall our aggregate liability arising out of or related to an active engagement exceed the total amount paid by the Client to the Agency during the six (6) months immediately preceding the event giving rise to the liability.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by and construed strictly in accordance with the laws of England and Wales, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).

The courts of England and Wales, sitting in London, shall have exclusive jurisdiction to settle any deterministic dispute or claim arising from this commercial agreement.

We reserve the right to mathematically iterate and update these Terms to reflect changes in legal frameworks or our operational architecture. Active enterprise clients will receive formal notification of any material changes 30 days prior to their enforcement.

Last Compiled and Verified: October 2024 (Version 2.4.0)