Professional Services Terms & Conditions
These Professional Services Terms & Conditions ("Terms") apply to all professional services provided by Andrej Presern, trading as Truth & Co ("Consultant", "I", "me") to the client identified in a Statement of Work ("Client").
These Terms, together with any applicable Statement of Work ("SOW"), form the agreement between the parties.
1. Engagement Structure
1.1 Services are provided either:
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on a day-rate basis, or
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on a fixed-price basis, calculated using an estimated number of days at the agreed day rate.
1.2 Where a fixed price is agreed, the fee is based on scope, not time spent. I do not provide timesheets, and the Client acknowledges that actual time spent may be more or less than estimated.
1.3 Any services requested outside the agreed scope will be treated as a change and quoted separately, either at the prevailing day rate or as a separate fixed price.
2. Statements of Work
2.1 Each project will be governed by a written SOW describing the scope, deliverables, fees, timeline, and any assumptions.
2.2 In the event of a conflict between these Terms and an SOW, the SOW shall prevail only in respect of that project.
3. Fees & Payment
3.1 Fees are stated exclusive of VAT (if applicable).
3.2 For projects estimated at more than three (3) working days, payment is typically:
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50% upfront prior to commencement, and
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50% on completion.
3.3 Unless otherwise stated in the SOW, invoices are payable within 14 days of issue.
3.4 I reserve the right to suspend work if payment is overdue.
4. Client Responsibilities
4.1 The Client shall provide all content, assets, access credentials, approvals, and information reasonably required to perform the services.
4.2 Delays caused by the Client may impact delivery timelines and may require timelines to be revised.
5. Intellectual Property
5.1 Upon receipt of full payment, the Client will own the intellectual property rights in the final deliverables created specifically for the project, except as set out below.
5.2 I retain all rights to:
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pre-existing materials,
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tools, frameworks, libraries, workflows, and boilerplate code,
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any generic or reusable components developed independently of the project.
5.3 The Client receives a perpetual, non-exclusive licence to use such retained materials as incorporated into the final deliverables.
6. Changes & Additional Work
6.1 Requests that materially alter the scope, functionality, or assumptions of the SOW constitute a change.
6.2 Changes will be estimated and agreed before work begins. Written approval may be informal (including email) unless otherwise stated.
7. Warranty & Limitations
7.1 I warrant that services will be performed with reasonable care and skill.
7.2 Except as expressly stated, all services and deliverables are provided "as is".
7.3 I do not guarantee specific business outcomes, performance metrics, uptime, or compatibility with third-party services.
8. Liability
8.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
8.2 Subject to clause 8.1, my total liability arising out of or in connection with the services shall be limited to the fees paid under the relevant SOW.
8.3 I shall not be liable for:
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indirect or consequential loss,
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loss of profit, revenue, or data,
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issues caused by third-party software, services, hosting providers, or client-supplied materials.
9. Confidentiality
9.1 Each party agrees to keep confidential any non-public information disclosed in connection with the services.
9.2 This obligation does not apply to information that is public, independently developed, or lawfully obtained from a third party.
10. Termination
10.1 Either party may terminate an SOW on written notice if the other materially breaches these Terms and fails to remedy the breach within a reasonable period.
10.2 On termination, the Client shall pay for all work performed up to the termination date.
11. Independent Contractor
11.1 I act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship.
12. Governing Law
12.1 These Terms and any SOW are governed by the laws of England and Wales.
12.2 The courts of England and Wales have exclusive jurisdiction.
Last updated: 19 December 2025