Summary: We provide services to businesses under these terms plus a signed Statement of Work. You own the bespoke deliverables once paid for. Invoices are payable Net-14 (or Net-30 for approved enterprise accounts). Our liability is capped at the fees paid in the previous 12 months. English law applies.
1. About these terms
1.1 These Terms of Service (the "Terms") form the master services agreement between YAKAMI GLOBAL, a private limited company incorporated and registered in England and Wales under company number 17500195, whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("YAKAMI GLOBAL", "we", "us"), and the business entity identified in a Statement of Work (the "Client", "you").
1.2 Our services are supplied only to businesses acting in the course of their trade, business or profession. They are not offered to consumers, and consumer protection legislation such as the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply.
1.3 These Terms apply to the exclusion of any terms the Client seeks to impose, including terms printed on purchase orders. If there is a conflict, the following order of precedence applies: (a) any signed amendment; (b) the Data Processing Agreement, in relation to personal data; (c) the Statement of Work; and (d) these Terms.
2. Definitions
- "Services": the software development, cloud, DevOps, integration and consultancy services described in a Statement of Work.
- "Statement of Work" or "SOW": a document signed by both parties describing scope, deliverables, milestones, acceptance criteria, fees and timelines.
- "Deliverables": all software, code, documentation and other materials created specifically for the Client under an SOW.
- "Background IP": intellectual property owned by or licensed to YAKAMI GLOBAL before or independently of an SOW, including reusable libraries, tools, templates and know-how.
- "Milestone": a defined unit of work with its own acceptance criteria and fee, as set out in an SOW.
- "Business Day": a day other than a Saturday, Sunday or public holiday in England.
3. Services and Statements of Work
3.1 We will provide the Services described in each SOW with reasonable skill, care and diligence, in accordance with good industry practice.
3.2 Each SOW is a separate contract incorporating these Terms. We offer three engagement models: (a) hourly technical consulting at £75 to £120 per hour; (b) milestone-based project delivery starting from £2,500 per milestone; and (c) monthly DevOps and maintenance retainers from £1,200 to £3,500 per month. The applicable rate is stated in the SOW.
3.3 Delivery dates in an SOW are estimates unless expressly stated as fixed. We will promptly notify the Client of any expected delay and its cause.
3.4 We may use approved subcontractors to perform parts of the Services. We remain responsible for their performance and ensure they are bound by obligations no less protective than these Terms.
4. Client obligations
The Client will: (a) provide timely access to the information, personnel, systems and credentials reasonably required; (b) appoint a project contact with authority to make decisions; (c) review and respond to deliverables within the agreed timeframes; (d) hold valid licences for any third-party software or services it asks us to use; and (e) ensure that any materials it supplies do not infringe third-party rights. We are not liable for delays caused by the Client's failure to meet these obligations.
5. Change control
Either party may request changes to an SOW in writing. We will provide a written change note setting out the impact on scope, timeline and fees within five Business Days. No change is binding until both parties approve the change note in writing (email is sufficient).
6. Fees, invoicing and payment
6.1 Currencies: we invoice in pounds sterling (GBP), euros (EUR) or US dollars (USD), as stated in the SOW.
6.2 Invoicing schedule:
- Hourly consulting: invoiced monthly in arrears against timesheets, in 30-minute increments.
- Project delivery: each Milestone is invoiced on acceptance under section 7. An SOW may provide for a mobilisation fee of up to 30% of the first Milestone, payable before work starts and credited against that Milestone.
- Retainers: invoiced monthly in advance on the first Business Day of each service month.
6.3 Payment terms: unless the SOW states otherwise, invoices are payable within fourteen (14) days of the invoice date ("Net-14"). Clients approved for enterprise credit terms pay within thirty (30) days of the invoice date ("Net-30").
6.4 Payment methods: invoices are issued from, and remittance advice and invoice queries should be sent to, billing@yakamiglobal.com. Payment must be made by bank transfer to the company bank account named on the invoice, or by card through the authorised corporate merchant gateway link provided with the invoice. We will never ask you to pay into a personal account, and we will never change our bank details by email alone. Always verify any change by contacting us through a known channel.
6.5 Taxes: fees exclude VAT and any other applicable taxes, which are added at the prevailing rate where applicable. Each party bears its own bank charges.
6.6 Late payment: we may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998, at 8% per year above the Bank of England base rate, plus the fixed-sum compensation permitted by that Act. If an invoice remains unpaid seven (7) days after we give written notice that it is overdue, we may suspend the Services until payment is received.
6.7 Disputed invoices: the Client must notify us in writing at billing@yakamiglobal.com of any disputed amount within seven (7) days of the invoice date, giving reasons, and must pay any undisputed portion on time. Disputes are resolved under section 19.9.
6.8 Third-party costs approved by the Client (such as cloud hosting, software licences or domain fees) are passed through at cost unless the SOW states otherwise.
7. Acceptance of deliverables
7.1 Each Milestone has written acceptance criteria in the SOW. When we notify the Client that a Milestone is ready, the Client has five (5) Business Days to test it and either accept it or reject it with a written list of the specific acceptance criteria not met.
7.2 If the Client rejects a Milestone, we will correct the listed non-conformities at no extra cost and resubmit it, normally within ten (10) Business Days.
7.3 A Milestone is deemed accepted if the Client (a) does not respond within the review period, or (b) uses it in a live production environment, other than for testing.
7.4 The full acceptance, rejection and refund process is described in our Refund & Cancellation Policy, which forms part of these Terms.
8. Intellectual property
8.1 Deliverables: on receipt of full payment of all fees for the relevant Milestone or SOW, we assign to the Client, with full title guarantee, all intellectual property rights in the Deliverables. Until then, the Client receives a non-exclusive licence to use the Deliverables for evaluation and testing.
8.2 Background IP: we retain ownership of all Background IP. To the extent Background IP is incorporated into the Deliverables, we grant the Client a perpetual, worldwide, non-exclusive, royalty-free, irrevocable licence to use, modify and maintain it as part of the Deliverables.
8.3 Open-source software: Deliverables may contain open-source components, which are licensed under their own terms. We will identify material open-source components and will not use licences that would require the Client's proprietary code to be disclosed without the Client's written approval.
8.4 Client materials: the Client retains all rights in materials it supplies and grants us a licence to use them solely to provide the Services.
8.5 We may describe the general nature of our work for the Client in anonymised form, without naming the Client, unless the Client agrees otherwise in writing.
9. Confidentiality
Each party will keep the other's confidential information secret, use it only to perform or receive the Services, and disclose it only to employees, subcontractors and advisers who need to know it and are bound by equivalent obligations. These obligations do not apply to information that is public through no fault of the recipient, was already lawfully known to it, is independently developed, or must be disclosed by law or a regulator. This section survives for five (5) years after the end of the relevant SOW, and indefinitely for trade secrets and access credentials.
10. Data protection
Each party will comply with the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR. Where we process personal data on the Client's behalf, we act as processor and the parties' Data Processing Agreement, which meets the requirements of Article 28 UK GDPR, applies. Our handling of personal data as controller is described in our Privacy Policy. Data protection matters, including breach notifications, should be sent to privacy@yakamiglobal.com.
11. Warranties
11.1 We warrant that: (a) the Services will be performed with reasonable skill and care by appropriately qualified personnel; (b) each accepted Milestone will materially conform to its acceptance criteria for thirty (30) days after acceptance (the "Warranty Period"); and (c) to our knowledge, the Deliverables will not infringe the intellectual property rights of any third party in the United Kingdom or the European Union.
11.2 We will correct any reported non-conformity during the Warranty Period free of charge. This is the Client's sole remedy for breach of the warranty in 11.1(b).
11.3 The warranties do not apply to defects caused by modifications not made by us, misuse, third-party software or services, or the Client's infrastructure. Except as set out in these Terms, all warranties and conditions implied by statute or common law are excluded to the fullest extent permitted by law.
12. Service level agreement for retainers
12.1 Availability guarantee: for production infrastructure that we manage under a DevOps & Maintenance Retainer, we guarantee monthly availability of 99.9%, measured by our independent monitoring tools.
12.2 Exclusions: availability calculations exclude (a) scheduled maintenance notified at least 48 hours in advance; (b) outages of upstream cloud, network or third-party service providers; (c) issues caused by the Client's code, configuration or users; and (d) force majeure events.
12.3 Service credits: if we miss the guarantee in a calendar month, the Client is entitled to a credit against the next retainer invoice:
| Monthly availability | Service credit (of that month's retainer fee) |
|---|---|
| 99.0% to less than 99.9% | 5% |
| 95.0% to less than 99.0% | 10% |
| Less than 95.0% | 25% |
12.4 Incident response targets:
| Priority | Definition | Response target |
|---|---|---|
| P1 Critical | Production service unavailable or data at risk | Within 1 hour, 24/7 |
| P2 High | Major feature degraded, workaround available | Within 4 business hours |
| P3 Normal | Minor issue or service request | Within 1 Business Day |
12.5 Credits must be claimed within thirty (30) days of the end of the affected month, are capped at 25% of that month's fee, and are the Client's sole financial remedy for availability shortfalls.
13. Limitation of liability
13.1 Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the Client's obligation to pay fees properly due; or (d) any other liability that cannot be limited or excluded by law.
13.2 Subject to 13.1, neither party is liable for any: loss of profits, revenue, business or anticipated savings; loss of goodwill; loss or corruption of data (where the other party has failed to maintain appropriate backups); or any indirect or consequential loss.
13.3 Subject to 13.1, each party's total aggregate liability arising under or in connection with an SOW, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid and payable under that SOW in the twelve (12) months before the event giving rise to the claim.
14. Indemnities
14.1 We will indemnify the Client against losses arising from any third-party claim that the Deliverables, as supplied by us, infringe that third party's intellectual property rights, provided that the Client promptly notifies us, allows us to control the defence and gives reasonable assistance. We may, at our option, modify the Deliverables so they no longer infringe, obtain a licence for continued use, or refund the fees paid for the affected Deliverables.
14.2 The Client will indemnify us against third-party claims arising from materials supplied by the Client or from the Client's use of the Deliverables in breach of these Terms or applicable law.
15. Term and termination
15.1 These Terms apply from the date the first SOW is signed and continue until all SOWs have ended.
15.2 The Client may cancel a project SOW, and either party may terminate a retainer, on written notice in accordance with our Refund & Cancellation Policy.
15.3 Either party may terminate an SOW immediately by written notice if the other party: (a) commits a material breach that is not remedied within fourteen (14) days of written notice; or (b) becomes insolvent, enters administration or liquidation, makes an arrangement with its creditors or ceases to trade.
15.4 On termination: (a) the Client will pay for all Services performed and approved third-party costs incurred up to the termination date; (b) intellectual property in paid-for work transfers under section 8; (c) each party will return or destroy the other's confidential information; and (d) we will provide reasonable handover assistance at our then-current hourly rates. Sections 6, 8, 9, 10, 13, 14, 16 and 19 survive termination.
16. Non-solicitation
During an SOW and for twelve (12) months afterwards, neither party will directly solicit for employment any employee or contractor of the other who was materially involved in the Services, without the other party's written consent. General recruitment advertising is not a breach of this section.
17. Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, government action, widespread internet or power failures, or failures of major cloud providers. The affected party must notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than sixty (60) days, either party may terminate the affected SOW on written notice.
18. Ethical and regulatory compliance
Each party will comply with the Bribery Act 2010, the Modern Slavery Act 2015, the Criminal Finances Act 2017 and applicable sanctions and export control laws. We will not knowingly provide Services to any person subject to UK, EU, UN or US sanctions, or for any unlawful purpose. YAKAMI GLOBAL is a technology services provider; it does not provide regulated financial, payment or investment services and does not hold client money.
19. General
19.1 Entire agreement: these Terms, the applicable SOW and the Data Processing Agreement form the entire agreement between the parties regarding their subject matter.
19.2 Independent contractors: nothing creates a partnership, joint venture or employment relationship between the parties.
19.3 Assignment: neither party may assign its rights without the other's prior written consent, which will not be unreasonably withheld, except to a successor of its entire business.
19.4 Notices: formal notices must be in writing and sent by email to the address in the SOW (for us, contact@yakamiglobal.com) or by recorded delivery to the registered office. Email notices are deemed received on the next Business Day.
19.5 Variation: no variation of these Terms is effective unless in writing and signed by both parties. We may update these published Terms for future SOWs; changes do not affect SOWs already signed.
19.6 Waiver: failure to enforce a right is not a waiver of it.
19.7 Severance: if any provision is found invalid or unenforceable, the rest of these Terms remain in effect.
19.8 Third-party rights: no one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
19.9 Dispute resolution: the parties will try in good faith to resolve any dispute by escalation to senior management within ten (10) Business Days. If that fails, either party may propose mediation through the Centre for Effective Dispute Resolution (CEDR) before starting court proceedings. This does not prevent either party from seeking urgent injunctive relief.
20. Governing law and jurisdiction
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
Related documents: Privacy Policy · Refund & Cancellation Policy · Cookie Policy