Terms of Engagement

1. What these terms are

These are the standing conditions on which Volunos Labs Ltd — company number NI741243 on the Northern Ireland register, referred to below as the lab, we or us — carries out research work. They apply to every engagement unless a signed agreement between us says otherwise for that engagement.

The lab works with organisations. These terms are written on that footing and assume a client acting in the course of a business, trade, craft or profession. They are not written for consumers, and a consumer buying research services would be entitled to protections these terms do not set out.

2. Words used here

An engagement is one piece of work with its own scoping note. The scoping note is the short document naming the question, the method, the duration, what we need from you and what will be handed over. A study is the investigative work itself. Findings are the written output of a study. An artefact is any software, model, harness or hardware configuration we build in the course of one. The bench record is our contemporaneous log of hypothesis, method, parameters, outcome and date. Close-out is the step that formally ends an engagement, described at section 32. Your material is anything you supply to us: data, code, documents, hardware or access to a system.

3. Which document wins

Where two documents disagree, they are read in this order: a signed agreement between us, then the scoping note for the engagement in question, then these terms. Anything in a purchase order, a supplier portal or a set of standard buying conditions issued by you has no effect unless we have agreed to it in writing and named it. Acknowledging a purchase order for administrative purposes is not that agreement.

4. How an engagement starts

An enquiry is not an engagement and neither is a conversation. The sequence is: you describe the question, we discuss it, we issue a scoping note, and the engagement begins when you accept that note in writing. Written acceptance by email is enough.

Where you ask us to begin before the note is accepted and we agree to, these terms and the draft note govern the work from the moment it starts, and the fees run from that moment too.

5. The framing step

Every engagement opens with a framing conversation, usually an hour. Its purpose is to reduce what you want to know to a single written question with the ambiguity taken out, and to agree in advance what evidence would settle that question in either direction.

If we cannot write down what would count as an answer, we should not start. A question nobody can fail consumes budget indefinitely.

That conversation is not charged for and commits neither side to anything. It sometimes ends with us telling you the answer already exists — in the literature, in a supplier's published data, or somewhere inside your own organisation — in which case we say so and there is nothing to invoice.

6. What the lab produces

Three shapes of work, each named in the scoping note. A feasibility study frames a question, runs the smallest experiment that settles it and reports what was found. A bench build is made where the answer only appears in something that runs; it exercises the uncertain part and nothing else. Research engineering takes code that has proved itself in the lab and makes it maintainable, testable and observable inside a production system, with the technical record kept as it goes.

Durations quoted on this site or in a note describe what work of that kind has typically needed. They are estimates drawn from experience, not commitments, and the scoping note is where any date that matters gets written down.

7. What sits outside the work

Unless a scoping note says otherwise in terms, an engagement does not include running or hosting infrastructure, holding a support rota, providing helpdesk cover, or taking operational responsibility for anything in production. It does not include legal, tax, accounting, actuarial or regulatory advice. We keep the technical record that a research relief claim has to rest on; the claim itself is a matter for your advisers, and we do not prepare, submit or endorse one.

We do not take work whose conclusion is required in advance. A study commissioned to justify a decision already taken is not research, and we will decline it and say why.

8. What we need from you

Studies stall for want of inputs far more often than for want of ideas. You agree to give us, within the timescales in the scoping note, the data, code, documentation, hardware or system access the work depends on; a named person with the authority to answer questions and make decisions; and prompt notice of anything that changes the question.

You confirm that you are entitled to supply what you supply, that doing so breaks no obligation you owe to anybody else, and that any consent or licence needed for us to work on it is in place. Where a delay in your inputs pushes the work out, the timetable moves accordingly and we will tell you at the time rather than at the end.

9. The record kept as the work runs

We keep a bench record as the work happens: hypothesis, method, parameters, outcome, date, and who ran it. Reconstructing that afterwards is worth very little, scientifically or to anyone later examining a relief claim, so it is written at the time.

You get a short written update at the interval agreed in the scoping note, normally weekly, and that update includes the runs that failed. Nothing is held back for a reveal at the end. If an approach dies in week two, you hear about it in week two, while there is still budget to try something else.

10. Changing a study in flight

Research moves. A result in week three can make the original question the wrong one, and pretending otherwise wastes the remaining weeks.

Either of us may propose a change to the question, the method or the scope. A change takes effect when both sides confirm it in writing, together with its effect on duration and fees. Where a change is proposed and not agreed, the work continues under the note as it stands until one of us ends the engagement under section 31.

11. Use of what we hand over

Findings, artefacts and any credentials or environments we give you access to are for the purpose set out in the scoping note. You agree not to use them to break the law, not to attempt to reach systems or data you have no right to reach, and not to publish a partial extract of a finding in a way that misstates what the study concluded.

A bench build is made to answer a question, not to withstand production. Putting one into live use is a decision you may take, and it is yours: section 25 explains why, and section 26 is where the consequences land.

12. What each side brings

Whatever either of us owned before an engagement started, or develops independently of it, stays with whoever owned it. Your material remains yours throughout, and you grant us a licence to use it for the engagement and for nothing else. Our pre-existing methods, libraries, harnesses and internal tooling remain ours.

13. What comes out of the work

On payment in full of the fees for an engagement, the findings report and any artefact built specifically for you under it become yours — including the source of that artefact and the right to modify it, use it and have somebody else work on it.

Where an artefact depends on something of ours that pre-dates the engagement, you get a licence to that component instead: perpetual, worldwide, non-exclusive, irrevocable and paid up, sufficient to use and change the deliverable without coming back to us. We will name any such component in the scoping note or in the findings, so nothing is discovered later.

14. Methods, know-how and the lab's own tooling

A lab that could not carry its methods forward would have to start from nothing every time. The general knowledge, technique and skill our people acquire in the course of an engagement stay with them and may be applied elsewhere, provided nothing confidential to you and nothing identifying you goes with it.

Improvements we make to our own tooling during an engagement belong to us. Where an improvement was paid for as a deliverable under the scoping note, section 13 applies to it instead, and the note is where that distinction gets recorded.

Neither of us may name the other as a client or a supplier in public without written agreement, and that includes case studies, conference talks and website copy.

15. Open source and third-party components

Research code stands on other people's work. Where an artefact includes open source or third-party components, they come to you under their own licences, which are listed with the deliverable. We choose components whose licence terms suit the use described in the scoping note, and we will tell you where a licence would constrain what you can do with the result — before it is built into anything, not after.

Section 24 covers what we promise about our own contribution. Third-party components carry whatever their authors offer and nothing more, and we cannot warrant somebody else's code.

16. Software released to the public

The lab builds tooling for its own use and may at some point publish a piece of it. Anything released that way carries its own licence at the point of release, which governs its use in place of these terms. Where such software is distributed through an application store, the store's terms cover the purchase and the store — not the lab — holds your payment details. Nothing in this section changes what has been agreed for an engagement.

17. Confidentiality

Anything either of us learns about the other's business during an engagement is confidential, whether or not it was labelled and whether or not a separate non-disclosure agreement exists. It is used for the engagement, disclosed only to people who need it and are under equivalent duties, and protected with at least the care each of us applies to our own confidential material.

The duty does not reach information already public through no breach, information already lawfully held before disclosure, information independently developed without reference to the other side, or disclosure a law or regulator compels — and where disclosure is compelled we will tell you first, unless telling you is itself prohibited. Confidentiality outlives the engagement and continues for five years after close-out; trade secrets stay protected for as long as they remain secret.

18. Personal data

Where an engagement involves personal data you supply, you are the controller and we act as processor on your written instruction. The commitments we give in that position are in our privacy notice, which is incorporated into these terms by this reference and is written to be attached to a data processing agreement rather than summarised into one.

Where a question can be answered on anonymised or synthetic material, we will propose that first and we would rather build a synthetic set than take a copy of real records. Where it cannot, minimisation is agreed before intake rather than negotiated afterwards.

19. Fees and estimates

Fees are set in the scoping note, either as a fixed sum for the engagement or at a rate for time spent with an agreed ceiling. Where a ceiling is used we tell you as the work approaches it, and we do not pass it without your written agreement.

An estimate is our honest view of what the work will take, given what is known when it is written. It is not a quotation and it is not a cap unless the note says so in words. Where our view changes materially during the work, you hear it as soon as we hold it.

20. Expenses

Travel, accommodation, specialist hardware, compute and third-party licences bought for an engagement are recharged at cost where the scoping note provides for them. Anything above the amount in the note is agreed in writing before it is committed. Receipts follow the invoice on request.

21. Invoicing and payment

We invoice at the points named in the scoping note — commonly on acceptance, at an agreed midpoint and on delivery of the findings. Invoices are payable within thirty days of the invoice date in pounds sterling by bank transfer, to the account on the invoice, without set-off, counterclaim or deduction other than any withholding a statute requires.

A dispute about part of an invoice is not a reason to hold the rest. Tell us within fourteen days of receiving it what is disputed and why, pay the undisputed balance when due, and we will deal with the remainder quickly.

22. Overdue amounts

Late commercial payments carry statutory interest and a fixed recovery sum under the Late Payment of Commercial Debts (Interest) Act 1998, and we reserve the right to claim both together with the reasonable cost of recovery. Where an invoice is more than thirty days overdue we may suspend work under section 30 after telling you in writing.

23. Tax

Fees are exclusive of value added tax and of any other tax or duty, which is added at the rate applying when the invoice is issued. Where a law requires you to withhold tax from a payment, the sum due is increased so that we receive what we would have received had no withholding been required.

24. What we promise about the work

We promise that the work is carried out with the reasonable care and skill of a competent practitioner in the relevant field; that the people who do it have the experience the scoping note attributes to them; that the bench record honestly reflects what was run and what came of it; and that findings state what we actually observed, including where the observation was inconvenient.

Where a deliverable falls short of that standard, tell us within ninety days of delivery and we will re-perform the deficient part at our cost. That is the primary remedy and we would rather fix the work than argue about it.

25. What research cannot promise

The whole point of a study is that its outcome is not known in advance. We cannot promise that an approach will work, that a hypothesis will hold, that a result found under laboratory conditions will survive contact with your production environment, or that a finding will remain true as the underlying technology moves. A study concluding that something does not work is a delivered result, is charged for as one, and is frequently the most valuable thing the budget buys — because it removes a path before that path becomes a programme.

Findings describe the conditions under which they hold, and those conditions matter. Applying a conclusion outside them is a decision you take on your own judgement. A bench build is an instrument for a question, made to expose an uncertainty under controlled conditions rather than to be operated. Hardening, load testing, security review and the rest of what a live system requires are separate engineering work, and putting a bench build into live service without that work is yours to decide and yours to carry.

Beyond what section 24 sets out and what the law implies and does not permit us to exclude, no other warranty, condition or undertaking applies to the work, however it might otherwise arise.

26. Limits on liability

26.1 What is never limited

No part of this section touches liability that cannot lawfully be restricted: death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, the obligations implied by section 2 of the Supply of Goods and Services Act 1982 as to title, or anything else a statute puts beyond limitation.

26.2 Losses neither side can recover

Neither of us is liable to the other for profits not made, revenue not earned, savings that failed to materialise, business or contracts lost, goodwill damaged, data lost or corrupted, management time consumed, or the cost of a decision taken in reliance on a finding — whether those losses were foreseeable or not, and whether the claim is framed in contract, in negligence, for breach of statutory duty or otherwise.

26.3 The ceiling

Our total liability arising from an engagement is capped at the fees paid and payable by you under that engagement, and each engagement carries its own separate cap. Where a claim relates to work done before any invoice has been issued, the cap is the value of the scoping note.

26.4 A higher ceiling

If the cap does not suit the exposure you are carrying, say so before the engagement starts. A higher figure can usually be agreed, priced against the insurance it requires, and recorded in the scoping note.

26.5 Time to bring a claim

A claim must be notified to us in writing, with enough detail to identify what it concerns, within twelve months of the date you became aware or ought reasonably to have become aware of the circumstances giving rise to it.

26.6 Why this is here

These limits reflect what the work is: investigation under uncertainty, priced accordingly and bought by organisations able to judge their own exposure. The fees assume this allocation of risk, and a different allocation is available at a different price under 26.4.

27. Indemnity

You will cover us against claims, losses and reasonable costs arising from your material — in particular a claim that our agreed use of it infringed somebody's rights, or that you were not entitled to supply it in the first place. This does not apply to the extent the claim results from our own breach of these terms.

28. Insurance

We hold the insurance appropriate to work of this kind and keep it in force for the duration of an engagement. Where a client's procurement process specifies particular covers or limits, tell us during scoping: we will confirm what is in place, arrange anything additional the engagement genuinely requires, and provide the certificates on request.

29. Events outside either side's control

Neither of us is in breach for a delay or failure caused by something genuinely beyond reasonable control — among them the failure of a utility or a network, a supplier's collapse, an epidemic, industrial action affecting third parties, fire, flood, or an act of government. The affected side tells the other promptly, both work around it where working around it is possible, and where the obstruction persists beyond sixty days either of us may end the engagement under section 31 without further liability.

30. Pausing an engagement

We may suspend work where an invoice is overdue beyond the point described in section 22, where an input we depend on has not arrived and the work cannot sensibly continue without it, or where continuing would put either of us in breach of a law. Suspension is notified in writing with the reason. Fees for work already done remain payable, and the timetable moves by at least the length of the pause.

31. Ending an engagement

Either of us may end an engagement on thirty days' written notice. Either of us may end it immediately where the other commits a material breach that is not put right within fourteen days of being asked in writing, or becomes insolvent, or has an administrator or receiver appointed.

The lab may also end an engagement immediately where continuing would require us to misstate a finding or to withhold one — and that is not a theoretical clause. Reporting what was actually observed is the service; an engagement that cannot include that is one we will not continue.

On any ending you pay for work carried out up to that date, together with commitments we cannot reasonably cancel.

32. Close-out

Every engagement ends with a close-out step, however it ended. We hand over the work done to date and the record of it, return or destroy your material as you direct, withdraw the credentials and access granted for the engagement, and confirm in writing what was returned, what was destroyed and when.

Two things survive: the statutory records we are obliged to keep, and our own bench record of method and outcome, redacted of anything confidential or identifying belonging to you. Sections 13, 14, 17, 26, 27 and 39 survive the end of an engagement, as does any clause that by its nature is meant to.

33. Subcontracting and transfer

Most work is done by our own people. Where a specialist is brought in we tell you first, we remain responsible for their work as if it were ours, and they are bound by the same confidentiality and data protection duties. Neither of us may transfer an engagement to somebody else without the other's written agreement, which will not be withheld unreasonably; either may transfer to a successor of substantially the whole business on written notice.

34. Approaching each other's people

While an engagement runs and for six months after close-out, neither of us will solicit an individual who worked on it away from the other. A public advertisement nobody was steered towards is not solicitation, and neither is an approach the individual initiated.

35. Notices

Routine correspondence goes by email. A formal notice — ending an engagement, alleging breach, or making a claim — is given in writing and takes effect when delivered to the registered office, or when sent by email to research@volunos.uk and acknowledged by a person rather than by an automatic reply. Notices to you go to the address or contact named in the scoping note.

36. Whole agreement, changes, waiver and severance

These terms, the scoping note and any signed agreement between us are the whole of what has been agreed for an engagement, and they replace anything said or written beforehand about it. Each of us confirms that we are not relying on a statement made outside those documents — which does not limit liability for a fraudulent one.

A change to these terms binds us only in writing. Not enforcing a right on one occasion does not give it up, and enforcing part of it does not exhaust the rest. If a court finds a provision unenforceable, it is cut back to what is enforceable, or removed if it cannot be, and everything else stands.

37. People who are not parties

Only you and the lab may enforce an engagement. Nobody else acquires a right under the Contracts (Rights of Third Parties) Act 1999, and the two of us may vary or end an engagement without anybody else's consent.

38. Complaints

Where an engagement has gone badly, put it in writing to research@volunos.uk under the subject line "Complaint". It goes to a director, who investigates and answers with what was found and what will be done about it. Before either of us starts proceedings we will each nominate someone senior and give a conversation between them a genuine attempt — which does not stop either side seeking an injunction or any other urgent remedy from a court.

39. Governing law and courts

These terms and every engagement under them, together with any dispute or claim connected with either — including one that is not contractual — are governed by the law of Northern Ireland. The courts of Northern Ireland are where such disputes are to be decided, save that we may go to any court with jurisdiction to recover a debt or to protect our confidential information or intellectual property.