TCS UK

Conversera > TCS UK

Conversera UK & EMEA Terms & Conditions

This version is dated: 6 August 2025.
1. Definitions & Interpretation
  • Affiliate: Any entity controlling, controlled by, or under common control with a party (per UK tax law definitions).
  • Agency: Conversera.co Ltd (or specified entity delivering services under this Agreement).
  • Agency Materials: Materials created by Conversera under this Agreement, including adaptations or derivatives of Client materials incorporated into Deliverables.
  • Agency Proprietary Materials: Conversera‑owned or licensed methodologies, platform, software, code, know‑how, data or processes existing before or created outside the Scope of Work.
  • Agreement: The Scope of Work together with these Terms & Conditions.
  • Client Data: Data uploaded by or on behalf of the Client onto Conversera’s platform.
  • In case of conflict, the Scope of Work prevails over these Terms.
2. Appointment & Scope of Work
  • Conversera shall provide services in accordance with the agreed Scope of Work, which may be amended only by written agreement.
  • Scheduled dates are estimates; time is not of the essence.
3. Term & Termination
  • Effective Date: As specified in the Scope of Work.
  • Term: Until deliverables are completed or as agreed.
  • Either party may terminate immediately for material breach not remedied within 30 days (or immediately if breach is irremediable).
  • On termination or expiration, Client must cease use and return or destroy all deliverables and Agency Materials.
4. Client & Agency Roles
  • Conversera will deliver services with reasonable skill and care, using qualified personnel.
  • Client will provide timely access to data, approvals, IP-clear materials, and cooperate as needed.
5. Fees & Payment
  • Fees are set out in the Scope of Work. Conversera invoices monthly or at agreed milestones.
  • Payments due within 30 days unless otherwise stated.
  • Late payments may incur interest and/or suspension of services.
  • Third-party costs (software, data, subscriptions) charged at cost with prior Client approval.
6. Intellectual Property & Licensing
  • Client retains ownership of materials they provide.
  • On full payment, Conversera grants a worldwide, royalty-free licence to the Client for deliverables and Agency Materials incorporated.
  • Conversera keeps ownership of proprietary tools, databases, and pre-existing methodologies.
7. Confidentiality & Data Protection
  • Both parties commit to maintain confidentiality of proprietary or personal data.
  • Conversera processes personal data under UK GDPR or equivalent EEA standards, issuing privacy documentation upon request.
8. Representations & Warranties
  • Each party warrants to have authority to enter the Agreement.
  • Conversera warrants not to include infringing content in deliverables.
  • No party will knowingly withhold information necessary for performance.
9. Limitation of Liability
  • Liability capped at the lesser of (a) fees paid in the preceding 12 months or (b) GBP 1 million (or equivalent), except where prohibited by law.
  • Neither party liable for indirect or consequential losses (e.g. loss of profits, data, relationships).
10. Subcontracting & Assignment
  • Conversera may subcontract but remains fully responsible for delivery.
  • Neither party may assign the Agreement without prior written consent (except where affiliate restructure occurs).
11. Force Majeure
  • No liability for delays or failures due to causes beyond reasonable control (e.g. acts of God, cyber events, changes in law).
  • Affected party must notify the other promptly and mitigate impact where possible.
12. Governing Law & Jurisdiction
  • Governed by the laws of England & Wales (unless otherwise specified in the Scope of Work).
  • Disputes resolved in courts of England & Wales.