Last updated: June 2026
These Terms and Conditions for Services ("Terms") constitute a legally binding agreement between DELTAOS LIMITED, a company incorporated in England and Wales with its registered office at 15 Water Lane, COBHAM, KT11 2PA, United Kingdom ("DELTAOS", "we", "us", or "our"), and the individual or legal entity that orders, purchases, or receives professional services from DELTAOS ("Client", "you", or "your"). These Terms govern the provision of custom computer programming, software development, cloud engineering, systems integration, cybersecurity, artificial intelligence and machine learning solutions, technical consultancy, and related professional services (collectively, the "Services") by DELTAOS to the Client.
By signing a Statement of Work, purchase order, proposal acceptance, service order, or other written instrument that references these Terms; by instructing DELTAOS to commence work; by making payment in respect of Services; or by otherwise accepting these Terms in writing or by conduct, the Client agrees to be bound by these Terms in their entirety. If the Client does not agree to these Terms, the Client must not instruct DELTAOS to perform Services and must not use any deliverables provided under an engagement governed by these Terms.
These Terms apply to all Services provided by DELTAOS unless expressly superseded by a fully executed master services agreement or other written agreement signed by authorised representatives of both parties that expressly states it supersedes these Terms. In the event of conflict between these Terms and a Statement of Work or Schedule, the Statement of Work or Schedule shall prevail solely to the extent of the conflict and only with respect to the specific engagement to which it relates, unless the Statement of Work expressly states that these Terms prevail.
DELTAOS LIMITED may be contacted at the following details for contractual notices and general enquiries:
DELTAOS LIMITED
15 Water Lane
COBHAM, KT11 2PA
United Kingdom
Telephone: +44 7490 447700
Email: tech@deltaos.my
Website: https://deltaos.my
In these Terms, unless the context otherwise requires, the following expressions shall have the meanings set out below:
The following additional expressions apply where used in Statements of Work or Schedules:
In these Terms, unless the context otherwise requires: (a) references to clauses, sections, and schedules are to clauses, sections, and schedules of these Terms; (b) headings are for convenience only and shall not affect interpretation; (c) words in the singular include the plural and vice versa; (d) references to a statute or statutory provision include any subordinate legislation and any amendment, re-enactment, or replacement from time to time; (e) "including", "include", and similar expressions shall be construed without limitation; (f) references to "writing" or "written" include email where expressly permitted under Section 26; and (g) references to a party include its successors and permitted assigns.
DELTAOS provides bespoke technology services to business clients. The specific Services to be performed in any engagement shall be described in detail in the applicable Statement of Work or ordering document. Unless expressly stated otherwise in writing, DELTAOS does not provide legal, financial, tax, or regulated professional advice, and any technical recommendations are provided for implementation purposes only.
DELTAOS designs, develops, tests, documents, and delivers custom software solutions tailored to Client requirements. This may include web applications, mobile applications, desktop software, backend services, microservices, application programming interfaces, batch processes, and embedded or edge software components. Development engagements may follow agile, iterative, or waterfall methodologies as agreed in the Statement of Work. DELTAOS shall use commercially reasonable skill and care consistent with recognised industry standards for custom software development in the United Kingdom.
DELTAOS may architect, provision, configure, migrate, optimise, and manage cloud-based infrastructure and platform services on behalf of the Client. Cloud Services may include infrastructure-as-a-service, platform-as-a-service, container orchestration, serverless deployments, content delivery networks, database services, monitoring, logging, backup, disaster recovery configuration, and cost optimisation reviews. Unless expressly included in the Statement of Work, DELTAOS does not act as the Client's cloud account owner and does not guarantee ongoing availability of third-party cloud providers.
DELTAOS may integrate Client systems with third-party platforms, enterprise resource planning systems, customer relationship management systems, payment gateways, identity providers, messaging services, data warehouses, and other software environments. Integration Services include analysis of interfaces, design of integration patterns, development of middleware and connectors, data mapping, transformation logic, error handling, and documentation of integration flows.
DELTAOS may provide cybersecurity-related Services including secure coding reviews, threat modelling, vulnerability assessments within agreed scope, implementation of security controls, identity and access management configuration, encryption implementation, security headers and transport layer security configuration, logging and monitoring setup, and remediation guidance. Unless expressly agreed in writing as a separate certified engagement, DELTAOS does not provide formal penetration testing certifications, compliance attestations, or guaranteed prevention of security incidents. The Client remains responsible for its overall security posture and regulatory compliance obligations.
DELTAOS may design, train, fine-tune, deploy, and integrate artificial intelligence and machine learning models, including large language model integrations, retrieval-augmented generation systems, computer vision pipelines, predictive analytics, and natural language processing applications. AI and ML Services are subject to the limitations and disclaimers in Section 9. The Client acknowledges that AI outputs may be probabilistic, may contain errors or biases, and may require human oversight. DELTAOS shall comply with applicable UK guidance on responsible AI to the extent relevant to the Services performed.
DELTAOS may provide technical consultancy, architecture reviews, feasibility studies, technology roadmaps, code audits, performance assessments, and advisory workshops. Consultancy Deliverables may take the form of reports, presentations, recommendations, and documented findings. Recommendations do not constitute binding obligations on DELTAOS to implement future work unless separately agreed in a Statement of Work.
Unless expressly included in a Statement of Work, the following are outside the scope of Services: end-user training beyond any training expressly listed; ongoing operational management of production environments after handover; hardware procurement; telecommunications services; legal review of licences; regulatory filings; content creation unrelated to software functionality; translation and localisation beyond agreed deliverables; and support beyond any agreed warranty or maintenance period. Any work falling outside the agreed scope shall require a Change Request.
Where agreed in a Statement of Work, DELTAOS may design and implement data pipelines, extract-transform-load processes, data warehouse schemas, business intelligence dashboards, and reporting automation. Data engineering Services may include connection to relational and non-relational databases, streaming platforms, data lakes, and third-party analytics tools. The Client is responsible for ensuring lawful collection and provision of source data and for obtaining necessary consents and licences for data use.
DELTAOS may provide quality assurance Services including test strategy development, automated test suite creation, regression testing, load and performance testing within agreed parameters, and test documentation. Unless expressly included, formal independent quality assurance certification and compliance auditing against industry standards such as ISO or SOC are outside scope.
DELTAOS may implement continuous integration and continuous delivery pipelines, infrastructure-as-code templates, automated deployment workflows, and environment provisioning scripts. DevOps Deliverables are dependent on the Client's chosen toolchain and hosting policies. DELTAOS does not guarantee deployment frequency or mean time to recovery unless specific service levels are agreed in Schedule 2.
DELTAOS may assist with modernisation of legacy applications, including code refactoring, platform migration, database upgrades, and decomposition of monolithic systems into modular architectures. Legacy engagements carry inherent uncertainty; discovery phases and proof-of-concept milestones are recommended and may be specified in the Statement of Work to reduce delivery risk.
DELTAOS shall perform the Services with reasonable skill and care, in a professional and workmanlike manner, using Personnel with appropriate qualifications and experience for the nature of the engagement. DELTAOS does not warrant that the Services will achieve any particular business outcome, revenue target, or operational result unless expressly guaranteed in writing in a Statement of Work.
The Client may submit enquiries via email, telephone, the DELTAOS website contact facilities, or other agreed channels. Enquiries do not constitute an offer or binding order. DELTAOS may respond with a proposal, estimate, or quotation describing the proposed Services, indicative timelines, Fees, assumptions, and dependencies. Proposals are valid for the period stated therein or, if no period is stated, thirty (30) days from the date of issue.
A binding Agreement is formed only when: (a) both parties execute a Statement of Work or master agreement; (b) the Client issues a purchase order that DELTAOS expressly accepts in writing; (c) the Client provides written email acceptance of a DELTAOS proposal that references these Terms; or (d) DELTAOS commences performance following the Client's written instruction to proceed and the Client does not object within five (5) Business Days. Verbal instructions alone do not create a binding Agreement unless confirmed in writing by both parties.
In the event of inconsistency between documents forming the Agreement, the following order of precedence shall apply unless expressly varied in writing: (1) a fully executed master services agreement, if any; (2) the applicable Statement of Work; (3) applicable Schedules; (4) these Terms; (5) the Client's purchase order, solely with respect to administrative details such as billing references, and only to the extent it does not conflict with higher-precedence documents.
The Client represents and warrants that the individual accepting a proposal, signing a Statement of Work, or issuing a purchase order has full authority to bind the Client. The Client shall provide DELTAOS with the name and contact details of authorised signatories and billing contacts and shall promptly notify DELTAOS of any changes.
Unless expressly agreed in writing, no engagement creates an exclusive relationship. DELTAOS may provide similar services to other clients, including clients operating in the same industry sector, provided DELTAOS complies with its confidentiality obligations and does not use Client Confidential Information unlawfully.
The successful delivery of technology Services requires active partnership between DELTAOS and the Client. The obligations in this Section are material terms of the Agreement. Delays or failures by the Client in meeting these obligations may result in extension of timelines, additional Fees, suspension of Services, or termination as permitted under these Terms. DELTAOS shall not be in breach of its delivery obligations to the extent that performance is prevented or delayed by the Client's failure to cooperate.
The Client shall cooperate fully with DELTAOS in the performance of the Services. The Client's timely cooperation is a material condition of DELTAOS's ability to deliver on schedule. The Client shall provide DELTAOS with access to Personnel, facilities, systems, and information reasonably required for DELTAOS to perform the Services.
The Client shall supply complete, accurate, and up-to-date Client Materials, including requirements, specifications, branding guidelines, sample data, test accounts, API credentials, third-party licences, and access permissions, by the dates specified in the Statement of Work or as otherwise reasonably requested by DELTAOS. DELTAOS shall not be liable for delays, defects, or additional costs arising from incomplete, inaccurate, or late Client Materials.
The Client shall designate a Project Manager and subject matter experts with authority to provide decisions, feedback, and approvals within agreed timeframes. Unless otherwise specified in the Statement of Work, the Client shall respond to DELTAOS requests for clarification, review, or approval within five (5) Business Days. Failure to respond within the agreed period may result in schedule slippage, suspension of Services, or deemed approval of DELTAOS's proposed course of action where reasonable under the circumstances and where DELTAOS has provided at least two reminders.
Where the Services depend on third-party platforms, vendors, or Client-appointed contractors, the Client shall procure and maintain necessary licences, accounts, and contractual relationships. The Client shall coordinate third-party access and shall ensure third parties cooperate with DELTAOS. DELTAOS is not responsible for failures, outages, or policy changes of third-party providers beyond DELTAOS's reasonable control.
The Client shall allocate sufficient resources to participate in testing, user acceptance, and review activities as described in Section 13. The Client shall document and report defects in a structured manner using agreed templates or issue-tracking systems.
The Client shall ensure that its instructions, Client Materials, and intended use of Deliverables comply with all applicable laws and regulations, including data protection, export control, anti-bribery, and industry-specific requirements. The Client shall not request DELTAOS to perform Services that would cause DELTAOS to violate applicable law.
The Client shall implement and maintain reasonable security controls in environments under the Client's control, including secure credential management, multi-factor authentication where appropriate, network access restrictions, and prompt application of critical security patches to Client-managed infrastructure. The Client shall promptly notify DELTAOS if it becomes aware of any security incident affecting systems, credentials, or data relevant to the engagement. The Client shall not share production credentials through insecure channels and shall rotate credentials upon Personnel changes or suspected compromise.
Where the Client operates in a regulated sector, including financial services, healthcare, telecommunications, or public sector, the Client shall inform DELTAOS of applicable regulatory requirements that may affect the design, hosting, logging, retention, or auditability of Deliverables. DELTAOS shall incorporate agreed regulatory requirements into the Statement of Work. The Client remains solely responsible for regulatory compliance of its business operations and for obtaining necessary approvals, registrations, and certifications unless expressly undertaken by DELTAOS in writing.
The Client shall maintain a consistent primary point of contact for contractual, billing, and escalation matters. Changes to authorised representatives shall be communicated in writing to avoid delays in approvals and notices.
Unless expressly included in the Statement of Work, the Client is responsible for maintaining backups of production data and for business continuity planning. DELTAOS may recommend backup strategies but does not guarantee data recovery unless a specific backup service is contracted.
Fees may be structured on a fixed-price, time-and-materials, retainer, milestone, or hybrid basis as specified in the Statement of Work. For time-and-materials engagements, Fees are calculated by multiplying recorded hours by the applicable daily or hourly rates set out in the Statement of Work or rate card. DELTAOS shall maintain contemporaneous time records for time-and-materials work.
DELTAOS shall invoice the Client in accordance with the payment schedule in the Statement of Work or, if none is specified, monthly in arrears for time-and-materials work and upon achievement of milestones for fixed-price work. Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date. Payment shall be made in pounds sterling by bank transfer to the account specified on the invoice unless another currency and method are expressly agreed.
If the Client fails to pay any undisputed invoice by the due date, DELTAOS may, without prejudice to other rights: (a) charge interest on the overdue amount at the rate of four percent (4%) per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend performance of Services after providing not less than seven (7) days' written notice; (c) withhold delivery of Deliverables, credentials, or intellectual property licences; and (d) recover reasonable costs of debt recovery. Suspension for non-payment shall not relieve the Client of its payment obligations or extend delivery timelines.
If the Client disputes any invoice in good faith, it shall notify DELTAOS in writing within fourteen (14) days of receipt, specifying the disputed amount and reasons. The parties shall negotiate in good faith to resolve the dispute promptly. The Client shall pay all undisputed amounts by the due date.
Unless included in fixed Fees, the Client shall reimburse DELTAOS for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, subsistence, third-party software licences, cloud consumption charges directly attributable to the engagement, and certification examination fees. DELTAOS shall provide receipts or other reasonable evidence upon request.
All Fees are exclusive of value added tax (VAT) and any other applicable taxes, duties, or levies, which shall be added to invoices at the prevailing rate where DELTAOS is required to charge them. If the Client is required by law to withhold taxes from payments to DELTAOS, the Client shall gross up payments so that DELTAOS receives the full amount invoiced, except where relief is available under a double taxation treaty and DELTAOS provides valid tax documentation.
For engagements exceeding six (6) months in duration, DELTAOS may adjust standard time-and-materials rates upon sixty (60) days' prior written notice, provided that rates shall not increase more than once in any twelve (12) month period and not by more than five percent (5%) per adjustment unless otherwise agreed. Fixed-price Fees shall not be increased except through an approved Change Request.
Where the Client purchases a prepaid retainer or advance payment block, hours shall be drawn down at the agreed rates and reported in monthly statements. Unused retainer hours may expire at the end of the retainer period if the Statement of Work specifies expiry, or roll over for up to three (3) months if not specified. Retainers are non-refundable once the engagement commences except where DELTAOS terminates without cause or as otherwise required by law.
Fixed-price engagements may require an upfront deposit of up to thirty percent (30%) of the total Fees upon contract signing. Subsequent invoices shall be tied to milestone completion as defined in the Statement of Work. DELTAOS may pause work if milestone payments are not received within seven (7) days of invoice.
DELTAOS shall maintain accurate records of time spent on time-and-materials engagements and shall make such records available to the Client upon reasonable request for verification purposes, subject to redaction of information relating to other clients. The Client may not use audit rights to access DELTAOS trade secrets or pricing for unrelated engagements.
All payments shall be made in full without set-off, counterclaim, deduction, or withholding, except to the extent required by law or expressly agreed in writing.
As between the parties, the Client retains all Intellectual Property Rights in Client Materials. The Client grants DELTAOS a non-exclusive, worldwide, royalty-free licence during the term of the Agreement to use, copy, modify, and sublicense Client Materials solely to the extent necessary to perform the Services and deliver the Deliverables.
Subject to full payment of all Fees due in respect of the relevant Deliverables and subject to Section 6.3, DELTAOS assigns to the Client all Intellectual Property Rights in bespoke Deliverables specifically created for the Client under the Agreement, excluding Background IP and Third Party Software. Assignment shall take effect upon Acceptance and receipt of full payment. DELTAOS shall execute such further documents as reasonably necessary to effectuate assignment at the Client's expense.
All Background IP of DELTAOS remains the sole property of DELTAOS or its licensors. To the extent that any Background IP is incorporated into or necessary for the use of Deliverables, DELTAOS grants the Client a perpetual, worldwide, non-exclusive, royalty-free, non-transferable licence (with the right to sublicense to the Client's contractors and Affiliates solely for internal business use) to use such Background IP solely as embedded in or required to use the Deliverables. The Client may not extract, reverse engineer, or separately commercialise DELTAOS Background IP except as permitted by applicable law.
Nothing in these Terms transfers ownership of any Intellectual Property Rights owned by the Client prior to the engagement or developed independently of the Services. If the Client's pre-existing IP is incorporated into Deliverables, the Client grants DELTAOS a licence to use such pre-existing IP solely as necessary to perform the Services and support Deliverables during any agreed support period.
DELTAOS may incorporate OSS into Deliverables where appropriate and agreed. DELTAOS shall document OSS components and their licence terms in the deliverable documentation or a software bill of materials. The Client acknowledges that OSS is subject to third-party licence terms that may impose obligations including attribution, notice reproduction, and source code disclosure for certain distribution models. DELTAOS shall not incorporate copyleft OSS that would require disclosure of DELTAOS Background IP or Client proprietary code beyond the OSS component itself without the Client's prior written approval.
Third Party Software is licensed, not sold, to the Client under the applicable third-party terms. DELTAOS shall inform the Client of material third-party licence requirements and assist with procurement where agreed. The Client is responsible for obtaining, paying for, and complying with licences for Third Party Software unless DELTAOS expressly procures such licences on the Client's behalf and bills the Client accordingly.
To the fullest extent permitted by law, DELTAOS waives and agrees not to assert any moral rights in Deliverables assigned to the Client. DELTAOS Personnel shall, upon reasonable request, provide written consents to moral rights waivers where required for the Client's exploitation of Deliverables.
Unless the Client objects in writing on reasonable confidentiality grounds, DELTAOS may include a general description of the engagement and non-confidential screenshots or architectural summaries in its portfolio, marketing materials, and case studies. DELTAOS shall not disclose Client Confidential Information or publish detailed technical artefacts without prior written consent. The Client may request anonymisation of portfolio references.
Source code escrow arrangements are not included unless expressly agreed in the Statement of Work. Where escrow is required, the parties shall agree on an escrow agent, deposit triggers, and release conditions. Escrow fees shall be borne by the Client unless otherwise agreed.
Except for the express assignments and licences granted herein, DELTAOS reserves all Intellectual Property Rights in its Background IP, development tools, and general know-how. No implied licences are granted. The Client may not reverse engineer DELTAOS proprietary tools or reuse DELTAOS internal libraries outside the scope of the licence in Section 6.3.
DELTAOS may reuse general-purpose code modules, patterns, and utilities developed during the engagement in subsequent client projects, provided such reuse does not disclose Client Confidential Information or include Client-specific business logic, branding, or data models unique to the Client's operations.
Indemnification is addressed in Section 11. The Client shall indemnify DELTAOS against claims arising from Client Materials, Client-specified designs, and combinations of Deliverables with materials not supplied by DELTAOS.
Each party shall keep the other party's Confidential Information strictly confidential and shall not disclose it to any third party except to Personnel and professional advisers who have a need to know and are bound by confidentiality obligations no less protective than those herein. Each party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.
Confidential Information may be disclosed if required by law, regulation, court order, or governmental authority, provided that the disclosing party gives the other party prompt notice where legally permitted and cooperates in seeking protective treatment.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully received from a third party without restriction.
Confidentiality obligations survive termination of the Agreement for five (5) years, except that trade secrets and personal data shall remain protected for as long as required by applicable law and for so long as they retain confidential character.
Each party shall ensure that its Personnel who access the other party's Confidential Information are informed of confidentiality obligations and comply with them. DELTAOS may require named Client Personnel to execute individual non-disclosure undertakings where accessing particularly sensitive systems or data.
The receiving party shall not use Confidential Information to develop, market, or provide products or services that directly compete with the disclosing party's core offerings, except where such information becomes publicly available through no fault of the receiving party or where use is necessary for performance of the Agreement.
Upon termination or upon request, each party shall return or destroy the other party's Confidential Information, except that archival copies may be retained where required by law or automated backup systems, subject to ongoing confidentiality obligations.
For the purposes of UK data protection legislation, DELTAOS and the Client acknowledge that the Client is typically the data controller and DELTAOS is typically the data processor with respect to personal data processed in connection with the Services, except where DELTAOS processes personal data for its own business purposes such as billing and contract management, in which case DELTAOS acts as an independent controller.
Where DELTAOS processes personal data on behalf of the Client, the parties shall execute a data processing agreement or incorporate Schedule 1 (Data Processing Terms) to these Terms, which shall include the mandatory provisions required by Article 28 of the UK GDPR. In the event of conflict between this Section and Schedule 1, Schedule 1 shall prevail with respect to data processing matters.
The Client is responsible for establishing a lawful basis for processing, providing privacy notices to data subjects, responding to data subject rights requests where applicable, and ensuring that instructions to DELTAOS comply with data protection law. The Client shall not instruct DELTAOS to process special category data unless expressly agreed and appropriately safeguarded.
DELTAOS shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage, taking into account the state of the art, costs of implementation, and nature of processing. Specific security requirements may be detailed in Schedule 1 or the Statement of Work.
If personal data is transferred outside the United Kingdom, the parties shall ensure appropriate safeguards are in place as required by UK data protection law, such as the UK International Data Transfer Agreement or adequacy regulations.
DELTAOS shall notify the Client without undue delay upon becoming aware of a personal data breach affecting Client personal data and shall provide reasonable cooperation and information to enable the Client to meet its regulatory obligations, to the extent known to DELTAOS.
DELTAOS warrants that: (a) it has the right and authority to enter into the Agreement and perform the Services; (b) the Services shall be performed with reasonable skill and care by appropriately qualified Personnel; (c) to DELTAOS's knowledge, bespoke Deliverables created solely by DELTAOS and assigned to the Client will not infringe the Intellectual Property Rights of any third party, except to the extent infringement arises from Client Materials, Client specifications, Third Party Software, OSS, or modifications made by the Client or third parties without DELTAOS's involvement; and (d) DELTAOS shall comply with applicable law in performing the Services.
During the Warranty Period specified in the Statement of Work, or if none is specified, thirty (30) days following Acceptance, DELTAOS shall, at its option and as the Client's sole remedy for breach of Section 9.1, re-perform defective Services or correct material non-conformities in Deliverables that substantially fail to meet documented Acceptance Criteria, provided the Client notifies DELTAOS in writing with sufficient detail to reproduce the issue. DELTAOS shall not be obligated to correct defects arising from Client modifications, misuse, unauthorised changes to hosting environments, or third-party software updates outside DELTAOS's control.
The Client warrants that: (a) it has the right to provide Client Materials and to grant the licences herein; (b) Client Materials do not infringe third-party rights; (c) its use of Deliverables shall comply with applicable law; and (d) it has authority to bind the Client entity to these Terms.
Except as expressly stated in Section 9.1, DELTAOS disclaims all warranties, conditions, and representations, whether express, implied, or statutory, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement. DELTAOS does not warrant uninterrupted or error-free operation of Deliverables, compatibility with future versions of third-party platforms, or that AI-generated outputs will be accurate, complete, unbiased, or suitable for high-risk decision-making without human review.
Any uptime, availability, response time, or performance service levels apply only if expressly stated in Schedule 2 or the Statement of Work. In the absence of agreed service levels, DELTAOS's obligations are limited to performing Services with reasonable skill and care and providing warranty support as described in Section 13.
DELTAOS does not warrant the accuracy, completeness, or legality of Client Materials or third-party data feeds supplied by the Client. Deliverables that process Client data are dependent on the quality and structure of that data. Data cleansing and migration validation beyond agreed Acceptance Criteria may require additional Services.
Deliverables may depend on third-party services, models, and data sources. DELTAOS disclaims liability for changes, deprecations, rate limits, policy enforcement, and outages of third-party providers. For AI and ML Deliverables, the Client is responsible for validating outputs in its specific use context and implementing appropriate governance, monitoring, and human oversight.
Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law. Subject to Section 10.4, neither party shall be liable to the other for any indirect or consequential loss, including loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data except as directly caused by failure to implement agreed backup obligations, or loss of opportunity, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if advised of the possibility of such loss.
Subject to Section 10.4, each party's total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of: (a) the total Fees paid or payable by the Client to DELTAOS under the applicable Statement of Work in the twelve (12) months preceding the event giving rise to the claim; or (b) one hundred thousand pounds sterling (£100,000).
The cap in Section 10.2 applies to all claims in aggregate and is not increased by multiple incidents or claims. Claims arising from separate Statements of Work shall be calculated separately unless they arise from the same series of related events.
Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of confidentiality obligations under Section 7, except for indirect losses; (d) infringement of Intellectual Property Rights indemnified under Section 11; (e) liabilities that cannot be limited under the Consumer Rights Act 2015 where the Client is a consumer, which is not the intended commercial context of these Terms; or (f) payment obligations.
Except for claims relating to fraud, confidentiality breaches, or intellectual property infringement, no claim arising out of or relating to the Agreement may be brought more than twelve (12) months after the claiming party became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, or more than twenty-four (24) months after the event giving rise to the claim, whichever is earlier, except where a shorter or longer period is required or permitted by mandatory law.
The Client acknowledges that Fees reflect the allocation of risk and the limitations of liability herein. The Client is encouraged to maintain appropriate insurance and backup systems commensurate with the business criticality of Deliverables.
DELTAOS shall defend, indemnify, and hold harmless the Client against third-party claims alleging that bespoke Deliverables created solely by DELTAOS and assigned to the Client infringe UK Intellectual Property Rights, provided that the Client: (a) promptly notifies DELTAOS in writing of the claim; (b) gives DELTAOS sole control of the defence and settlement, provided that no settlement admitting Client liability or imposing non-monetary obligations on the Client shall be made without Client consent, not unreasonably withheld; and (c) provides reasonable cooperation at DELTAOS's expense. DELTAOS may modify or replace infringing Deliverables, procure a licence, or terminate the affected Services with a pro-rata refund of prepaid Fees for unused Services.
The Client shall defend, indemnify, and hold harmless DELTAOS against third-party claims arising from: (a) Client Materials; (b) the Client's use of Deliverables in combination with materials not supplied by DELTAOS; (c) the Client's breach of law or these Terms; (d) specifications or designs supplied by the Client; or (e) claims by the Client's end users relating to the Client's products or services, except to the extent caused by DELTAOS's breach of Section 9.1.
Indemnification is conditioned on the indemnified party's compliance with this Section 11.3. The indemnified party may participate in the defence with its own counsel at its own expense. Failure to provide prompt notice shall relieve the indemnifying party of obligations only to the extent materially prejudiced.
Each party shall appoint a Project Manager for each engagement. Project Managers shall facilitate communications, schedule meetings, track milestones, and escalate issues. Steering committee meetings or sprint ceremonies shall be conducted as specified in the Statement of Work.
Any request to alter scope, specifications, Deliverables, timelines, environments, or Fees shall be submitted as a Change Request. DELTAOS shall assess the impact on effort, cost, schedule, and risk and provide a written estimate. No change shall be binding until approved in writing by authorised representatives of both parties. DELTAOS may suspend work affected by unapproved scope expansion until a Change Request is resolved.
Where emergent requirements are identified during agile iterations, they shall be recorded in the product backlog and prioritised by the Client. Work on emergent items shall be performed only if within the agreed sprint capacity or approved via Change Request for additional capacity.
DELTAOS shall provide status reports at the frequency specified in the Statement of Work, or otherwise weekly for active development engagements and monthly for advisory engagements. Reports may include progress against milestones, risks, blockers, upcoming activities, and timesheet summaries for time-and-materials work. The Client shall attend scheduled review meetings or provide written feedback within agreed timeframes.
Either party may raise project risks and issues through the agreed issue-tracking system. DELTAOS shall maintain a risk register for fixed-price and large engagements, identifying technical, resource, dependency, and schedule risks with proposed mitigations. Material risks requiring Client decisions shall be escalated promptly.
Delivery dates are estimates based on assumptions stated in the Statement of Work. Dates shall be extended for Client delays, Force Majeure Events, third-party outages, and approved Change Requests. DELTAOS shall use reasonable efforts to notify the Client of anticipated delays.
Upon completion of a Deliverable or milestone, DELTAOS shall notify the Client and provide access to the Deliverable in a staging or test environment together with release notes and test guidance. Deliverables shall be deemed ready for Acceptance testing at that time.
Unless otherwise specified, the Client shall have ten (10) Business Days from delivery notification to conduct Acceptance testing against the Acceptance Criteria ("Acceptance Period"). The Client shall report defects in writing with reproducible steps. DELTAOS shall remedy material non-conformities within a reasonable period and redeploy for retesting.
Acceptance shall be deemed to have occurred if: (a) the Client provides written Acceptance; (b) the Client deploys the Deliverable to production for live business use, other than limited pilot use expressly agreed as non-accepting; or (c) the Client fails to reject the Deliverable with documented material non-conformities before expiry of the Acceptance Period.
The parties may agree partial Acceptance of modular Deliverables. Fees may be invoiced proportionally upon partial Acceptance where the Statement of Work provides for phased billing.
Following correction of defects, the Client shall perform regression testing on affected functionality and related integrations within the Acceptance Period or an agreed retest window. DELTAOS is not responsible for regressions in areas not covered by agreed automated regression tests where the Client has declined recommended test coverage.
Written Acceptance may be provided by email from an authorised Client representative stating the Deliverable name, version, and acceptance date. DELTAOS may provide an acceptance certificate template for the Client's signature. Electronic acceptance has the same effect as physical signature.
If the Client rejects a Deliverable during the Acceptance Period, it shall specify in writing how the Deliverable fails the Acceptance Criteria. Rejection shall not be made on grounds outside the Acceptance Criteria or due to changed requirements unless processed as a Change Request. DELTAOS shall remedy legitimate rejections and the Acceptance Period shall restart for the remedied portions.
During the Warranty Period, DELTAOS shall provide corrective support for material defects in Deliverables at no additional charge, limited to defects reproducible in the delivered version and not caused by Client or third-party changes. Support channels and response targets may be specified in Schedule 2 (Support and Service Levels), if applicable.
Ongoing maintenance, enhancements, hosting, monitoring, and service desk support beyond the Warranty Period are not included unless expressly purchased under a separate maintenance Statement of Work or Schedule 2. Maintenance engagements may be structured as monthly retainers with defined hours, service levels, and escalation paths.
Requests for new features, performance improvements beyond agreed Acceptance Criteria, compatibility updates driven solely by third-party changes, and cosmetic adjustments constitute enhancements billable under maintenance terms or a Change Request, not warranty defects.
Where Schedule 2 applies, support requests shall be classified by severity. Critical issues are complete outages or security vulnerabilities with no reasonable workaround in production. High issues materially impair core functionality with no workaround. Medium issues impair non-critical functionality or have reasonable workarounds. Low issues are cosmetic or minor inconveniences. Response targets apply from the time a properly logged ticket is received during support hours.
Unless expressly included, support does not cover training, new feature development, issues caused by unauthorised modifications, problems in third-party services outside DELTAOS's control, recovery from Client's failure to maintain backups, or support for environments that deviate materially from agreed specifications without a Change Request.
Where Schedule 2 provides service credits for failure to meet agreed service levels, credits shall be the Client's sole remedy for service level failures and shall be applied against future invoices. Credits are not refundable as cash and expire if not used within twelve (12) months. Service credits are not available for failures caused by Force Majeure Events, Client actions, or third-party outages.
DELTAOS may decline support for Deliverables that depend on end-of-life third-party components, unsupported runtime environments, or architectures that pose unreasonable security risk, provided DELTAOS notifies the Client and offers remediation options where feasible.
The Agreement commences on the Effective Date and continues until completion of the Services specified in the Statement of Work, unless terminated earlier in accordance with this Section 15.
Unless the Statement of Work provides otherwise, either party may terminate a time-and-materials engagement for convenience upon thirty (30) days' written notice. Fixed-price engagements may not be terminated for convenience by the Client except as expressly permitted in the Statement of Work. Upon termination for convenience by the Client, the Client shall pay all Fees for Services performed through the termination date, committed non-cancellable third-party costs, and, for fixed-price work, a cancellation fee of fifteen percent (15%) of the remaining contract value unless otherwise agreed.
Either party may terminate the Agreement immediately upon written notice if the other party: (a) commits a material breach that is not remedied within thirty (30) days of written notice specifying the breach; (b) becomes insolvent, enters administration, is wound up, or ceases to carry on business; or (c) repeatedly breaches the Agreement such that the cumulative effect is materially prejudicial.
DELTAOS may suspend Services immediately if the Client breaches payment obligations, security policies, or acceptable use requirements, or if continuation would expose DELTAOS to material legal or reputational risk, upon notice where practicable.
Upon termination: (a) DELTAOS shall deliver work-in-progress and completed Deliverables for which payment has been made; (b) the Client shall pay all outstanding Fees and expenses; (c) each party shall return or destroy Confidential Information; (d) licences to Client Materials and Background IP shall terminate except as necessary for wind-down; and (e) Sections that by nature survive shall continue in force as set out in Section 26.
Upon the Client's written request and payment of DELTAOS's then-current time-and-materials rates, DELTAOS shall provide reasonable transition and knowledge transfer assistance for up to thirty (30) days following termination, including handover documentation and cooperation with a successor provider.
This Section addresses circumstances beyond a party's reasonable control that affect contractual performance. It does not excuse payment obligations for Services already performed or committed costs incurred prior to the Force Majeure Event.
Neither party shall be liable for failure or delay in performance of obligations (other than payment obligations) to the extent caused by a Force Majeure Event. A "Force Majeure Event" means an event beyond a party's reasonable control, including acts of God, flood, fire, earthquake, epidemic or pandemic (to the extent affecting performance), war, terrorism, civil unrest, strikes excluding strikes of the affected party's own workforce where avoidable, governmental actions, failures of public utilities or internet backbone providers not caused by the affected party, and denial-of-service attacks of unprecedented scale not attributable to the affected party's security negligence.
The affected party shall notify the other party promptly, mitigate effects where possible, and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Statement of Work upon written notice without liability beyond payment for Services performed before the event.
During an engagement and for twelve (12) months thereafter, neither party shall, without the other party's prior written consent, directly solicit for employment or engagement any Personnel of the other party who was materially involved in the Services, except through general public advertisements not targeted at such individuals. This restriction does not prohibit hiring individuals who respond to general recruitment campaigns independently without targeted solicitation.
If the Client breaches this Section, the Client shall pay DELTAOS a recruitment fee equal to thirty percent (30%) of the individual's first-year gross compensation or compensation package, or such other amount as may be agreed, as a genuine pre-estimate of loss and not as a penalty.
DELTAOS may subcontract portions of the Services to qualified third parties, including offshore development partners, provided DELTAOS remains responsible for the performance of subcontractors as for its own acts and omissions. DELTAOS shall ensure subcontractors are bound by confidentiality and data protection obligations no less protective than those herein.
Key Personnel named in a Statement of Work shall not be replaced without reasonable notice to the Client except due to resignation, illness, or unavailability, in which case DELTAOS shall provide substitutes of comparable skill.
DELTAOS maintains appropriate insurance coverage as part of responsible business practice. Insurance details in this Section do not expand DELTAOS's liability beyond the limitations in Section 10 and do not create any right for the Client to claim directly against insurers.
DELTAOS shall maintain during the term of the Agreement professional indemnity insurance and public liability insurance with reputable insurers in amounts reasonable for a UK software services provider of its size and the nature of the engagement. Upon the Client's reasonable written request, DELTAOS shall provide certificates of insurance or confirmation of cover. Maintenance of insurance is not a warranty that coverage will be available for any particular claim, and the Client's remedies remain subject to the limitations in Section 10.
The parties shall attempt in good faith to resolve any dispute arising out of or relating to the Agreement through negotiations between Project Managers or more senior representatives within twenty (20) Business Days of written notice of the dispute.
If the dispute is not resolved through negotiation, the parties shall attempt mediation administered by a mutually agreed mediator or, failing agreement on the mediator within fourteen (14) days, appointed by the Centre for Effective Dispute Resolution (CEDR) in London under its mediation rules. The mediation shall take place in London or remotely by video conference. Costs shall be shared equally unless otherwise agreed.
Except where immediate suspension is necessary to prevent irreparable harm or comply with law, the parties shall continue performing their respective obligations under the Agreement during dispute resolution proceedings in respect of matters not in dispute.
If the dispute is not settled within sixty (60) days of the mediator's appointment (or such longer period as the parties agree), either party may pursue binding resolution. Unless the Statement of Work expressly provides for arbitration under the London Court of International Arbitration (LCIA) rules, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales as set out in Section 21. Nothing prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction to protect Intellectual Property Rights or Confidential Information.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.
The parties irrevocably agree 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 or any Agreement, subject to Section 20.3 regarding interim relief and any express arbitration agreement in a Statement of Work.
The Client may not assign, novate, or transfer any rights or obligations under the Agreement without DELTAOS's prior written consent, not to be unreasonably withheld in connection with a merger or sale of substantially all of the Client's assets, provided the assignee agrees in writing to be bound by the Agreement.
DELTAOS may assign the Agreement to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its business, upon notice to the Client. DELTAOS may subcontract performance as provided in Section 18.
Notices under the Agreement shall be in writing and delivered by hand, pre-paid recorded delivery post, or email to the addresses specified in the Statement of Work or, if none, to DELTAOS at tech@deltaos.my and the Client's registered address or primary contact email last provided in writing.
Notices sent by email shall be deemed received on the next Business Day if sent before 5:00 p.m. UK time on a Business Day, otherwise on the second Business Day following sending, provided no bounce-back or delivery failure notification is received. Notices sent by post shall be deemed received two (2) Business Days after posting if sent within the United Kingdom, or five (5) Business Days if sent internationally.
Either party may update notice details by written notice to the other party.
The Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior negotiations, representations, and agreements, whether written or oral, relating to the same subject matter. The Client acknowledges that it has not relied on any statement or representation not expressly set out in the Agreement.
No amendment to these Terms or any Statement of Work shall be effective unless in writing and signed or emailed by authorised representatives of both parties, except that DELTAOS may update administrative policies such as rate cards upon notice where engagements permit fee adjustments under Section 5.7.
If any provision of the Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace invalid provisions with enforceable provisions that most closely reflect the original intent.
Failure or delay to exercise any right or remedy shall not constitute a waiver. A waiver of any breach shall not waive subsequent breaches. Rights and remedies are cumulative and not exclusive except as expressly stated.
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, except that DELTAOS Affiliates may enforce confidentiality and intellectual property provisions as if they were a party. This Section does not affect rights of successors and permitted assigns.
The following Sections shall survive termination or expiry of the Agreement: Section 1 (to the extent necessary for interpretation), Section 5 (payment obligations), Section 6 (to the extent IP has been delivered or licences granted), Section 7, Section 8 (data protection obligations relating to retained data), Section 9.2 (during Warranty Period only), Section 10, Section 11, Section 15.5, Section 15.6 (if invoked), Section 17, Section 20 through Section 26, Section 27, and Section 28. Termination shall not affect accrued rights and obligations.
Schedules provide detailed terms for specific aspects of engagements. They are designed to be modular: not every engagement requires every Schedule. The Statement of Work shall identify which Schedules apply. Where a Schedule is referenced but not yet executed, the parties shall negotiate in good faith to agree Schedule terms before DELTAOS processes personal data (Schedule 1) or provides ongoing support subject to service levels (Schedule 2).
The following Schedules may be incorporated into the Agreement by reference where executed or agreed for a specific engagement:
Schedules form part of the Agreement only when expressly referenced in a signed Statement of Work or separate execution. In the absence of an executed Schedule 1, the parties shall execute a data processing agreement before DELTAOS processes personal data on the Client's behalf. Copies of schedule templates are available upon request from tech@deltaos.my.
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other except as expressly stated.
The Agreement may be executed in counterparts, including electronic signatures and email acceptance, each of which shall be deemed an original and together constitute one instrument.
The Agreement is drafted in English. Any translation is for convenience only and the English version prevails in case of discrepancy.
Each party shall comply with applicable export control and sanctions laws. The Client shall not use Deliverables in prohibited jurisdictions or for prohibited end uses. DELTAOS may suspend Services if compliance concerns arise.
Each party shall comply with the Bribery Act 2010 and applicable anti-corruption laws. Neither party shall offer or accept improper inducements in connection with the Agreement.
DELTAOS complies with the Modern Slavery Act 2015 to the extent applicable to its operations and expects its supply chain partners to uphold equivalent standards.
Questions regarding these Terms should be directed to DELTAOS LIMITED at tech@deltaos.my or +44 7490 447700. Contractual notices must comply with Section 23.
DELTAOS typically structures software development engagements through defined phases adapted to each project and documented in the Statement of Work. A discovery phase may include stakeholder interviews, requirements workshops, technical assessments, and documentation of current-state architecture and integration points. A design phase may produce solution architecture documents, data models, wireframes, application programming interface specifications, and security designs subject to Client review and approval before implementation proceeds.
An implementation phase encompasses iterative development, code review, unit testing, and integration testing in controlled environments. A deployment phase includes staging deployment, user acceptance support, production release planning, and go-live assistance where agreed. Phase gates between major stages may require Client sign-off before subsequent phases commence. DELTAOS is not obligated to begin a subsequent phase until prior phase Fees are paid and phase completion criteria are met, unless DELTAOS agrees otherwise in writing.
Requirements shall be documented in a form agreed in the Statement of Work, which may include user stories with acceptance conditions, functional specifications, technical specifications, or a combination thereof. Requirements documentation constitutes the primary reference for Acceptance Criteria unless superseded by approved Change Requests. The Client shall review and approve requirements documentation within the period specified in the Statement of Work or, if not specified, ten (10) Business Days of receipt. Approved requirements are baselined; subsequent changes require the change control process in Section 12.
Where agile methodologies are used, requirements may evolve within agreed product backlog boundaries. Emergent items that materially affect scope, cost, or schedule require a Change Request before implementation. DELTAOS shall maintain a product backlog visible to the Client and prioritised according to Client direction unless otherwise agreed.
DELTAOS shall follow coding standards, branching strategies, and review practices appropriate to the technology stack and engagement scale. Unless the Client specifies alternative mandatory standards in the Statement of Work, DELTAOS applies internal development standards that generally include version control for all source code, peer review for material changes, automated linting where applicable, and secure coding practices aligned with OWASP guidance for web applications.
Quality assurance activities proportionate to Deliverable complexity may include unit testing, integration testing, system testing, regression testing, and automated test suites. Internal quality gates are applied before delivery to the Client. Passing internal quality gates does not constitute Client Acceptance, which remains governed by Section 13. Performance testing, load testing, stress testing, and formal penetration testing are included only where expressly specified in the Statement of Work with agreed benchmarks and pass or fail thresholds.
The Statement of Work shall identify which party hosts and administers development, staging, and production environments. Where DELTAOS hosts non-production environments during development, such environments are provided for development and testing purposes without production-grade service levels and may be decommissioned following Acceptance unless ongoing hosting is purchased. Production deployment occurs only upon Client authorisation following Acceptance or in accordance with an agreed release schedule.
Production releases shall follow an agreed release process including release notes, deployment checklists, verification steps, and rollback procedures where technically feasible. DELTAOS shall provide deployment scripts, infrastructure-as-code configurations, environment variable documentation, and operational runbooks as specified in the Statement of Work. Rollback execution in the Client's production environment is the Client's responsibility unless managed deployment services are separately contracted, although DELTAOS shall assist with rollback during the Warranty Period where a release causes critical defects attributable to DELTAOS.
Documentation Deliverables may include administrator guides, API reference documentation, deployment runbooks, architecture diagrams, and user guides as specified in the Statement of Work. Documentation describes the as-built state of Deliverables at Acceptance. Updates to documentation for changes made after Acceptance are included only under warranty for defect corrections or under maintenance Services.
Knowledge transfer sessions enable the Client's technical team to maintain and extend Deliverables. Sessions cover architecture overview, codebase structure, build and deployment procedures, operational considerations, and known limitations. The Client nominates appropriately skilled attendees. Additional sessions beyond agreed scope are available at then-current time-and-materials rates.
Fixed-price engagements specify total Fees or milestone-based Fees for defined Deliverables and scope documented in the Statement of Work. Fixed prices reflect requirements, assumptions, dependencies, and exclusions agreed at contract formation. DELTAOS bears estimation risk within the agreed scope. Work outside fixed scope requires a Change Request. Milestone payments are tied to delivery and Acceptance of defined Deliverables or completion of agreed phases. Client-caused delays extend timelines under Section 12 but do not reduce fixed Fees.
Time-and-materials engagements bill based on actual time expended at agreed daily or hourly rates. DELTAOS maintains contemporaneous time records and provides timesheets or summaries at the frequency specified in the Statement of Work. The Client may set a not-to-exceed cap, in which case DELTAOS notifies the Client when expenditure reaches eighty percent (80%) of the cap and shall not exceed the cap without written authorisation. Time-and-materials engagements provide flexibility for evolving requirements but do not guarantee a fixed total cost or delivery date unless a cap and target schedule are expressly agreed.
Retainer engagements reserve DELTAOS capacity for a defined period, typically monthly, in exchange for a retainer Fee. Retainer terms specify included hours, eligible activities, response times, rollover rules, and overage rates. Unused retainer hours expire at the end of each retainer period unless rollover is expressly agreed. Dedicated resource engagements assign named or role-based Personnel to the Client for a minimum commitment period at agreed rates, subject to substitution rights in Section 18.
The Client is solely responsible for identifying and satisfying regulatory requirements applicable to its business and use of Deliverables, including financial services regulation, health data protection, payment card industry standards, telecommunications rules, and consumer protection law. DELTAOS implements specified technical controls to support compliance but does not provide legal advice or warrant regulatory compliance unless expressly guaranteed in writing with defined criteria.
Web Content Accessibility Guidelines compliance levels are achieved only where expressly specified in the Statement of Work. The Client determines applicable accessibility obligations for its jurisdiction and industry. DELTAOS applies reasonable accessibility good practices in user interface development but does not warrant full compliance with any specific accessibility standard unless agreed.
DELTAOS conducts business ethically and professionally. DELTAOS shall not knowingly create software primarily intended for unlawful surveillance, fraud, unauthorised access to systems, or circumvention of security measures, except where expressly authorised by law and documented in the Statement of Work. The Client shall not use Deliverables in violation of applicable sanctions, export control, or anti-bribery laws.
These Terms were last updated in June 2026 and apply to engagements entered into on or after that date unless otherwise agreed. DELTAOS may update these Terms for future engagements by publishing an updated version on https://deltaos.my. Updates do not retrospectively alter existing Agreements except by mutual written agreement.
By engaging DELTAOS to perform Services, the Client acknowledges that it has read, understood, and agreed to these Terms and Conditions for Services.