CENDORY DIGITAL

Terms and Conditions

Version 1.0  |  May 2026

Cendory Digital Ltd  |  London, United Kingdom

These Terms and Conditions (“Terms”) govern all engagements between Cendory Digital Ltd (“Cendory Digital”, “we”, “us”, “our”) and any individual or organisation (“Client”, “you”) that purchases, accesses, or uses our services, products, courses, workshops, publications, or tools. By engaging with Cendory Digital you agree to be bound by these Terms.

These Terms should be read alongside any Statement of Work, Proposal, or other written agreement issued by Cendory Digital. In the event of conflict, the specific written agreement takes precedence over these general Terms.

1. Definitions

“Deliverables” means any work product, document, report, software, framework, template, or other output created by Cendory Digital as part of a Service.

“Engagement Letter” means a written agreement, proposal, or statement of work issued by Cendory Digital and accepted by the Client.

“Intellectual Property” means patents, trademarks, service marks, registered designs, copyrights, database rights, trade secrets, know-how, and any other intellectual property rights, whether registered or unregistered.

“Services” means the consulting, advisory, technical, educational, or other professional services provided by Cendory Digital as described in the relevant Engagement Letter.

“Confidential Information” means any information disclosed by either party to the other that is marked as confidential or that ought reasonably to be treated as confidential given its nature and the circumstances of disclosure.

2. Engagement and Scope of Services

2.1 Proposal and Acceptance

All Services commence only upon written acceptance by the Client of a Proposal or Engagement Letter issued by Cendory Digital. Verbal agreements do not constitute acceptance. Cendory Digital reserves the right to withdraw a Proposal if not accepted within 30 days of issue.

2.2 Scope Changes

Any changes to the agreed scope of Services must be agreed in writing by both parties before the additional work commences. Cendory Digital reserves the right to charge additional fees for work outside the agreed scope. Scope changes will be documented in a written change request or amended Engagement Letter.

2.3 Client Obligations

The Client agrees to:

• Provide timely access to information, personnel, systems, and documentation reasonably required for Cendory Digital to perform the Services.
• Designate a named point of contact with authority to make decisions on behalf of the Client.
• Review and provide feedback on Deliverables within the timescales agreed in the Engagement Letter.
• Ensure that any information provided to Cendory Digital is accurate and complete to the best of the Client knowledge.
• Comply with all applicable laws and regulations in connection with the receipt and use of the Services.

2.4 Delays Caused by Client

Where delays in the Client providing information, feedback, or approvals cause a material impact on the project timeline, Cendory Digital reserves the right to revise the project schedule and, where applicable, raise additional charges to cover reasonable costs incurred as a result.

3. Fees and Payment

3.1 Fees

Fees for Services are set out in the relevant Engagement Letter. All fees are exclusive of VAT, which will be added at the applicable rate. Cendory Digital reserves the right to review fees annually and will provide at least 30 days written notice of any changes to ongoing retainer arrangements.

3.2 Invoicing

Unless otherwise agreed in the Engagement Letter:

• Fixed-fee projects: 50% payable upon commencement, 50% upon delivery of the final Deliverable.
• Retainer arrangements: invoiced monthly in advance on the first business day of each month.
• Time and materials: invoiced monthly in arrears.
• Courses and workshops: payable in full prior to commencement.
• Publications and tools: payable in full at the point of purchase.

3.3 Payment Terms

All invoices are payable within 14 days of the invoice date unless otherwise stated in the Engagement Letter. Cendory Digital reserves the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, calculated daily from the due date until payment is received, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.4 Expenses

Reasonable expenses incurred by Cendory Digital in delivering the Services (including travel, accommodation, and printing) will be charged to the Client at cost, with receipts provided on request. Any expenses exceeding £200 per item will be pre-approved by the Client.

3.5 Disputed Invoices

If the Client disputes any invoice in good faith, they must notify Cendory Digital in writing within 7 days of receipt, stating the amount in dispute and the reasons for the dispute. The undisputed portion of any invoice remains payable by the due date.

4. Intellectual Property

4.1 Client-Owned Deliverables

Upon receipt of full payment, Cendory Digital assigns to the Client all Intellectual Property rights in Deliverables created specifically for the Client under an Engagement Letter, to the extent that such rights are capable of being assigned.

4.2 Cendory Digital Background IP

The Client acknowledges that Cendory Digital retains all Intellectual Property rights in:

• Pre-existing methodologies, frameworks, tools, templates, and know-how.
• Any general knowledge, skills, or expertise acquired or developed during the engagement.
• Any proprietary tools, software, or systems used to deliver the Services.
• Cendory Digital branded resources, publications, and training materials.

4.3 Licence

To the extent that any Deliverable incorporates Cendory Digital Background IP, Cendory Digital grants the Client a non-exclusive, non-transferable, royalty-free licence to use such Background IP solely for the purpose for which the Deliverable was created.

4.4 Client Materials

The Client grants Cendory Digital a non-exclusive licence to use Client-provided materials solely to the extent necessary to deliver the Services. Cendory Digital will not use Client materials for any other purpose without prior written consent.

4.5 Publications, Courses and Workshops

All content contained in Cendory Digital publications, online courses, workshop materials, and tools remains the exclusive Intellectual Property of Cendory Digital. Clients may not reproduce, distribute, resell, or create derivative works from such content without prior written consent from Cendory Digital.

5. Confidentiality

5.1 Mutual Obligations

Each party agrees to keep the Confidential Information of the other party confidential and not to disclose it to any third party without prior written consent. Each party agrees to use the Confidential Information of the other party only for the purposes of performing its obligations or exercising its rights under these Terms.

5.2 Exceptions

The obligations in clause 5.1 do not apply to information that:

• Is or becomes publicly available other than as a result of a breach of these Terms.
• Was already known to the receiving party at the time of disclosure.
• Is independently developed by the receiving party without use of the Confidential Information.
• Is required to be disclosed by law, court order, or regulatory requirement, provided that the disclosing party gives the other party as much notice as reasonably practicable.

5.3 Duration

The confidentiality obligations in this clause survive termination or expiry of the engagement for a period of three years.

5.4 Non-Disclosure Agreements

Cendory Digital is happy to sign a mutual NDA before any detailed discussion of the Client situation. Where an NDA is in place, its terms supplement and do not replace these confidentiality provisions.

6. Data Protection

6.1 Compliance

Both parties agree to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in connection with any personal data processed in relation to the Services.

6.2 Roles

Where Cendory Digital processes personal data on behalf of the Client in the course of delivering the Services, Cendory Digital acts as a data processor and the Client acts as a data controller. In such cases, the parties will enter into a separate Data Processing Agreement on request.

6.3 Security

Cendory Digital implements and maintains appropriate technical and organisational measures to protect any personal data processed in connection with the Services against accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access.

6.4 Retention

Cendory Digital will retain Client data only for as long as necessary to deliver the Services and in accordance with its Privacy Policy, unless a longer retention period is required by law.

7. Liability and Indemnity

7.1 Limitation of Liability

To the fullest extent permitted by law, Cendory Digital total aggregate liability to the Client under or in connection with any engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Cendory Digital in the 12 months preceding the event giving rise to the claim.

7.2 Excluded Losses

Neither party shall be liable to the other for any:

• Loss of profits, revenue, or anticipated savings.
• Loss of business or contracts.
• Loss of goodwill or reputation.
• Loss or corruption of data.
• Indirect, consequential, or special losses.

whether or not such losses were foreseeable or the relevant party had been advised of their possibility.

7.3 Exceptions

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

7.4 Client Indemnity

The Client agrees to indemnify and hold harmless Cendory Digital from and against any claims, losses, damages, costs (including reasonable legal fees), and expenses arising from: (a) the Client use or misuse of any Deliverable in a manner contrary to these Terms or applicable law; (b) any inaccuracy or incompleteness in information provided by the Client; or (c) any breach by the Client of these Terms.

7.5 Professional Advice

The Services provided by Cendory Digital constitute professional advisory services and are not a substitute for legal, financial, regulatory, or other specialist professional advice. The Client remains solely responsible for all decisions made in reliance on any Deliverable or advice provided by Cendory Digital.

8. Termination

8.1 Termination for Convenience

Either party may terminate a project engagement on 20 business days written notice to the other party. On termination for convenience by the Client, the Client will pay for all work completed and reasonable costs incurred by Cendory Digital up to the date of termination, including any non-cancellable third-party costs committed on the Client behalf.

8.2 Termination for Cause

Either party may terminate an engagement immediately on written notice if the other party:

• Commits a material breach of these Terms that is incapable of remedy.
• Commits a material breach that is capable of remedy and fails to remedy it within 14 days of written notice requiring it to do so.
• Becomes insolvent, enters administration, or makes any arrangement with creditors.

8.3 Retainer Arrangements

Monthly retainer arrangements may be terminated by either party on 30 days written notice. Notice must be given before the start of the billing period to which it relates.

8.4 Effect of Termination

On termination or expiry of an engagement: (a) the Client will pay all outstanding fees and expenses within 14 days; (b) each party will return or destroy the Confidential Information of the other party on request; (c) clauses that by their nature should survive termination (including clauses 4, 5, 6, 7, and 10) will continue in full force.

9. Courses, Workshops, and Publications

9.1 Access and Licence

Purchase of a course, workshop, publication, template, or tool grants the purchaser a personal, non-exclusive, non-transferable licence to access and use the relevant material for their own internal professional purposes only.

9.2 Prohibited Uses

Without prior written consent from Cendory Digital, the purchaser may not:

• Resell, sublicense, or transfer access to any third party.
• Reproduce, copy, or distribute any content in whole or in part.
• Use the content to create competing products or services.
• Share login credentials or access links with individuals who have not purchased access.
• Use the content for AI training, scraping, or automated data extraction.

9.3 Group and Corporate Licensing

Organisations wishing to purchase access for multiple team members or to use materials for internal training should contact Cendory Digital to discuss group or corporate licensing arrangements.

9.4 Refund Policy

Courses and workshops: a full refund is available if requested in writing within 14 days of purchase, provided the purchaser has not accessed more than 20% of the course content. No refund is available after 14 days or once the content has been substantially accessed.

Publications, templates, and tools: due to their digital nature, all sales are final once the file has been downloaded or access provided. Cendory Digital will consider refund requests in exceptional circumstances at its discretion.

In-person or live online workshops: cancellations made more than 10 business days before the event date will receive a full refund. Cancellations within 10 business days will receive a 50% refund. No refund is available for no-shows.

9.5 Satisfactory Quality

Nothing in these Terms affects the Client statutory rights under the Consumer Rights Act 2015 or other applicable consumer protection legislation.

10. General Provisions

10.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. 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 these Terms.

10.2 Entire Agreement

These Terms, together with any Engagement Letter, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements, representations, and understandings. Each party acknowledges that it has not relied on any representation or warranty not expressly set out in these Terms or the relevant Engagement Letter.

10.3 Variation

No amendment or variation of these Terms shall be effective unless made in writing and signed by authorised representatives of both parties. Cendory Digital may update these general Terms from time to time. The version in force at the commencement of any engagement will apply to that engagement.

10.4 Waiver

No failure or delay by either party to exercise any right or remedy shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall prevent any further exercise of that right or remedy.

10.5 Severability

If any provision of these Terms is found by a court or other competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed deleted. The remaining provisions of these Terms shall continue in full force and effect.

10.6 Force Majeure

Neither party shall be in breach of these Terms nor liable for any delay or failure to perform any obligation where such delay or failure results from events beyond the reasonable control of the relevant party, including but not limited to acts of God, pandemic, government action, or failure of third-party services, provided that the affected party notifies the other as soon as reasonably practicable and takes reasonable steps to mitigate the impact.

10.7 Assignment

The Client may not assign, transfer, or subcontract any of its rights or obligations under these Terms without prior written consent from Cendory Digital. Cendory Digital may assign its rights and obligations to any affiliate or successor entity, provided that the Client rights are not materially adversely affected.

10.8 Third Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

10.9 Notices

Any notice required under these Terms must be in writing and delivered by email with read receipt or by first-class post to the registered address or principal email address of the relevant party. Notices sent by email are deemed received on the next business day after sending.

10.10 Status of Cendory Digital

Cendory Digital is an independent contractor and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

11. Contact

If you have any questions about these Terms, please contact us:

Cendory Digital Ltd

Email: hello@cendory.co.uk

Website: www.cendory.co.uk

London, United Kingdom

Last updated: May 2026  |  Version 1.0